Exhibit 10.10 



Termination, Waiver and Release
Agreement (the “Agreement”) made this 27th day of July 2007 between IPtimize, Inc., a Minnesota
corporation with offices at 2135 South Cherry St., Suite 200, Denver, CO. 80222
(the “Company”) and John R. Evans, residing at 7724 South Birch Court, Centennial, CO 80122 (“Evans”). The Company
and Evans are sometimes hereinafter individually referred to as a “Party” and
collectively as the “Parties”.


W I T N E S S E T H:


WHEREAS, the Parties are all of
the parties to an employment agreement dated October 1, 2005 (the “Employment Agreement”); and


WHEREAS, the Parties desire to
waive and terminate the Employment Agreement and release one another from any and all obligations, duties or liabilities
arising thereunder.


NOW, THEREFORE, in consideration of the foregoing recitals, and the other
good and valuable consideration hereinafter set forth, the
receipt and adequacy of which are hereby
acknowledged and accepted, the Parties agree as follows:


               1.          Termination.
The Parties hereby
jointly and severally terminate the
Employment Agreement effective upon the execution of this Agreement;


               2.          Waiver
and Agreement. Evans hereby waives any
and all of his rights under the Employment
Agreement and covenants and agrees to resign form the Company’s Board of Directors at the first meeting thereof following the
Company’s Special Meeting of Stockholders to be held in June 2007;


               3.          Consideration.
In consideration for Evan’s
waiver of his rights under the
Employment Agreement and agreement to resign as aforesaid, the Company hereby covenants and agrees as follows:


                   
       A.          Accrued
Expenses. The $15,000 in accrued expenses incurred by Evans
under the Employment Agreement shall be paid by the Company in the following manner:


          a.)
$5,000 upon acceptance this agreement and;


          b.)
the remaining $10,000 of out of the proceeds of the Company’s proposed permanent PIPE
financing;


                    
       B.          Accrued
Remuneration. The $88,000 in accrued
remuneration due by the Company to Evans under the Employment Agreement shall
be converted
into an aggregate of 586,667 presently existing shares of the Company’s Common Stock, no par
value per share (the “Conversion Shares”);


                    
      C.          Lock
Up. The Conversion Shares
together with any and all other shares of the Company’s Common Stock owned by John R. Evans
shall be voluntarily locked up for 12 months in accordance with the terms of the Lock Up
Letter annexed hereto as Exhibit “A”, which is being executed by all of the officers
and directors of the Company.







               4.          General
Release. By
virtue of the execution of this Agreement, each of the Parties hereby release and discharge
each other from any and all liability, actions, claims of any kind or nature, expressed,
implied that may arise from the relationship of the Parties under and pursuant to the
Employment Agreement and the negotiations
and conversations that preceded the Employment Agreement; and


               5.          Entire
Agreement. Each of
the Parties hereby covenants that this Agreement is intended to and does contain and embody herein all of the understandings
and Agreements, both written or oral, of the Parties hereby with respect to the subject matter of this Agreement, and that
there exists no oral agreement or understanding,
express or implied liability, whereby the absolute, final and unconditional character and nature of this Agreement shall be in
any way invalidated, empowered or affected. There are no representations,
warranties or covenants other than those set forth herein.


IN WITNESS WHEREOF, the Parties have
executed this Agreement on the day and year first above written.


IPTIMIZE, INC.


	
 

	
 


	
By:

	



	
 

	



	
 

	
Clinton
 J. Wilson, President


	
 

	
 


	
 

	



	



	
 

	
             John R. Evans


	
 

	
 










John
R. Evans
 7724 South Birch
Court

Centennial, CO 80122



Lock
Up Letter


July 27, 2007


Board of Directors

IPtimize, Inc.

2135 S. Cherry St.

Suite 200

Denver, CO. 80222


Gentlemen:


The undersigned, the
owner of shares of Common Stock, no par value per share (the “Shares”) of
IPtimize, Inc., a Minnesota corporation (the “Company”) and in an effort to
assist the Company with its future financing, the undersigned agrees to the
following lock-up or “standstill” provisions with respect to the Shares:


          1.          The
undersigned hereby covenants and agrees that the undersigned shall not sell,
contract to sell, transfer, hypothecate, grant an option to purchase, make any
short sale or otherwise dispose of the undersigned’s Shares (collectively a
“Sales Event”) for a period of 12 months from the earlier of: (i) the date the
first registration statement filed by the Company after the date of this
Agreement is declared effective by the Securities and Exchange Commission (the
“Registration Statement”); or (ii) December 15, 2008 (the “Lock-up Period”).
The undersigned acknowledges that the prior written consent of the Company or
the Company’s placement agent anticipated to be retained in connection with a
contemplated financing shall be required for any Sales Event during the Lock-up
Period;


          2.          The
undersigned hereby further covenants and agrees that any and all certificates
representing the undersigned’s Shares shall be the subject of stop transfer
instructions and may bear a restrictive legend that says: “The securities
represented by this certificate are subject to a written lock up letter dated
May 2007 prohibiting the sale, transfer, pledge or other disposition hereof
except in compliance with the terms of such letter agreement;”


          3.          Following
the expiration of the Lock-up Period, the Company shall remove such legends
from the undersigned’s Shares promptly upon the request of the undersigned. In
the event that the Company has not filed the Registration Statement








and obtain an effective date for the Registration
Statement by December 31, 2007, the undersigned shall be released from the
provisions of this Section 3. The Company shall give notice to the undersigned
when it has obtained an effective date for the Registration Statement;


          4.          The
undersigned hereby covenants and agrees to indemnify and hold the Company
harmless from any and all liability, including attorney’s fees, incurred by the
Company in preventing any attempted sale, transfer or pledge of the undersigned’s
Shares in violation or attempted violation of this letter agreement or by the
Company’s transfer agent in implementing the terms and conditions of this
letter agreement or in complying with the Company’s instructions hereunder; and


          5.          The
Company represents to the undersigned that all of the shares of the Company’s
common stock owned by: (i) the executive officer, directors and principal
stockholders of the Company; and (ii) the Company’s financial advisor and
placement agent will be subject to the same lock up provisions as the
undersigned.


Very truly yours,








John R. Evans