Exhibit 10.6 




BUSINESS
ADVISORY AGREEMENT


Business Advisory Agreement
(“Agreement”) made this 9th day of March 2007 between First Capital
Business Development, LLC, a Colorado limited liability company, located at 16293 East Dorado Place, Centennial, CO 80015
(“FCBD”) and IPtimize, Inc., a Minnesota corporation located at 2135 S.
Cherry Street, Suite 200, Denver, Colorado 80222 (“Iptimize”). FCBD and Iptimize are sometimes individually referred to as a “Party”
and collectively as the “Parties”.


W I T N E S S E T H:


          WHEREAS, Iptimize is engaged in providing
voice-over-internet protocol (“VoIP”) services and related systems to
small to medium-sized businesses; and


          WHEREAS, Iptimize, which is presently insolvent and has
a
negative shareholder equity balance, is seeking to engage in
restructuring and recapitalization activities that will facilitate the
establishment of one or more short-term and permanent capital contributions in an aggregate amount up to $7.0 million that will
fund its outstanding liabilities and
the development of its business model (the “Transaction”); and


          WHEREAS, Iptimize desires to engage FCBD to
perform restructuring advisory and business development services for and on
behalf of Iptimize; and


          WHEREAS, FCBD is willing to provide
restructuring and recapitalization advisory services
to Iptimize on the terms and subject to the condition set forth in this Agreement.


          NOW,
THEREFORE, in consideration of the
foregoing and the mutual promises and
agreements set forth in this Agreement, the receipt and adequacy of which are hereby
jointly and severally acknowledged and accepted, the Parties agree as follows:


          1.
     The Services.


Iptimize hereby engages FCBD to perform the Services
(as that term is defined below) and FCBD hereby accepts such engagement and
agrees to perform the Services upon the following terms and conditions:


                    A.
     Definition of
the Services. The Services to be provided by FCBD shall
include but shall not be limited: (i) to the preparation and/or performance of
FCBD Work Product, which for the purposes of
this Agreement shall mean (a) the FCBD review
of the historical financial statements of Iptimize; (b) the FCBD review,
analysis and revision of Iptimize prepared reports, profiles and
proposals; (c) the FCBD review, analysis and
revision of Iptimize prepared summaries; (d) the FCBD review, analysis and revision of Iptimize prepared presentations;
(e) FCBD’s review of Iptimize assembled, organized and cross-referenced
due diligence notebooks; and (f) FCBD’s review and analysis of Iptimize
prepared synopsis, analysis, outlines, abstracts and compendium; (ii) assist Iptimize in the examination, analysis and
comment on Iptimize’s 


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existing corporate structure,
products, operations, sales, marketing, distribution, financing and capital
needs; (iii) assist Iptimize’s management in structuring or restructuring
pending acquisitions and/or recapitalization plans; (iv) assist Iptimize in
screening and organizing a list of investment banking, financial institutions,
brokerage firms, institutional investors, mutual funds, hedge funds or
individuals, firms or entities interested in financing Iptimize on a bridge
and/or permanent basis (collectively the “Candidates”); (v) assist Iptimize in
initiating contact with potential Candidates that may be interested in entering into an arrangement to invest capital in
Iptimize; (vii) distributing copies
of FCBD reviewed documents to the Candidates; (vi) initiating discussions, assessing interest levels, and discuss
the same with Iptimize’s management; (viii) assisting Iptimize’s
management in the negotiating and closing of financing contracts or
arrangements; (ix) enter into discussions with Iptimize relating to any funding or restructuring; and (x) advise on the
formation of one or several restructuring plans that involve the
issuance of debt or equity securities of Iptimize and other corporate matters. The foregoing is hereinafter collectively
referred to as the “Services.” Simultaneously with the monthly expense
report enumerated in Section 5, FCBD shall submit to Iptimize an updated list
of any and all Candidates.


                    B.     
 Exclusivity.
Iptimize acknowledges, accepts and agrees that during the term of this Agreement as defined in Section
3, this Agreement is and shall be exclusive,
and Iptimize is prohibited from attempting to consummate a restructuring, financing or merger/acquisition transaction with
any other business development agents,
independent contractors or finders except entities specifically excluded in writing
and agreed by the parties. As of the date of this Agreement, no such exclusions
exist. Iptimize further acknowledges,
accepts and agrees that FCBD shall be free to provide business development services for any and all other clients, provided,
however that FCBD shall
not consummate or attempt to consummate financial advisory services with any Candidate that would conflict with any of
the Services being rendered to Iptimize.


                    C.     
Cooperation by Iptimize. In
conjunction with the Services, Iptimize covenants and agrees to:


	
 

	
 

	
 


	
 

	
 

	
          1).     
Availability.
 Make its executive officers, directors and employees available to FCBD via in person
 meetings or telephone conferences at such mutually agreed upon place
 during normal business hours for
 reasonable periods of time, subject to reasonable advance notice and
 mutually convenient scheduling;


	
 

	
 

	
 


	
 

	
 

	
          2).     
Documentation. Provide or make available to FCBD all financial statements,
 management biographies, membership interest lists, contracts, confidential
 business records, background, reports, research, summaries and other relevant documentation, data and information related to its
business and which may be
 necessary to the preparation of an FCBD reviewed executive summary,
 profile or other documentation to be presented to Candidates; and


	
 

	
 

	
 


	
 

	
 

	
          3).     
Assistance. Assist
 FCBD in FCBD’s review of Iptimize prepared reports, summaries,
 corporate and/or transaction profiles, due diligence
 packages and/or other material and documentation as shall be





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necessary, in the opinion of FCBD, to properly
 present Iptimize as an investment, partner or vendor opportunity to potential
 Candidates.





      
              D.          Non-Disclosure
by FCBD. FCBD hereby
covenants and agrees that any and all
financial statements, confidential business information and documentation supplied to it by Iptimize: (i) is
and shall remain the exclusive property of Iptimize; (ii) shall be the
subject of reasonable precautions to prevent any third party or person access thereto; (iii) shall not be
disclosed to any third party without the prior consent of Iptimize; and
(iv) shall be returned to Iptimize without being copied upon the termination of this Agreement.


          2.
        FCBD
Status.


      
              A.          Independent
Contractor. FCBD is and shall be in all respects an independent contractor entitled to utilize its own
systems, methods and geographical locations
to perform the Services. FCBD shall not, by reason of this Agreement or the
performance of the Services, be or be deemed to be, an employee, agent,
partner, co-venturer or controlling
person of Iptimize. Except with respect to confidential and proprietary information, as hereinabove enumerated,
neither of the Parties shall have, nor
be deemed to have, any fiduciary obligation or duties to the other Party.


                      B.          No
Authority. FCBD shall not have the power to enter into any
agreement on behalf of or otherwise bind Iptimize, or to hold itself out as an
agent of Iptimize. Iptimize shall
not be held liable for the acts of FCBD.


      
    3.        Term and Termination.


This Agreement shall be
effective upon its execution and shall remain in effect for two years, but
shall be non-cancelable for the first six months (the “Term”). After the first
six months of the Term, Iptimize
shall have the right to terminate FCBD’s engagement hereunder by furnishing
FCBD with a 60-day advance written notice. However, no termination of
this Agreement by Iptimize shall in any way affect the following rights of FCBD
to receive, as a result of the Services rendered hereunder, the following,
which rights the Parties hereby agree and consent are absolute: (i)
reimbursement for billed, accrued and/or unbilled disbursements and expenses
only through the date of any termination of
this Agreement, and (ii) the full amount of the compensation or fees due to FCBD as defined in this Agreement; or (iii) any
transaction which may be consummated
with any of the FCBD Work Product or with any Candidate which has had contact with Iptimize and occurring at any time
prior to the 24th month anniversary of the termination of
this Agreement. FCBD shall have the right to terminate this Agreement on 48 hours prior written notice to
Iptimize upon the failure of Iptimize to timely comply with the each of the requirements of Section 4 of this
Agreement or to breach any of the
other provisions of this Agreement. The termination of this Agreement by
FCBD shall render the same null and void, but shall not relieve Iptimize from the obligation to pay the Contract Fees (as
that term is defined in Section 4.A below)
due and owing prior to the date of FCBD’s termination.


          4.          Compensation.


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                 A.          Contract
Fee. Iptimize shall pay to FCBD a monthly contract fee
of $5,000 (the “Contract Fee”). The
Contract Fee shall be paid on the first of each month commencing on March 1, 2007, and continuing to be
paid monthly through the end of the Term.


      
                    B.          Restructuring
Advisory Fee. Iptimize shall pay to FCBD cash advisory fees related to the planning, research,
analysis, preparation and presentation to
Candidates of restructuring actions which Iptimize, at its election may pursue
(the “Advisory Fees”). The Advisory
Fees shall be payable as follows: (i) $30,000 payable on or before May 1, 2007, and (ii) $120,000
payable on or before July 15, 2007.


        
                 C.          Shares
of Common Stock. Iptimize hereby covenants
and agrees that as additional consideration for the Services, and within
five business days from the execution of this
Agreement, and prior to any reverse split, it shall cause the original issuance
and delivery to FCBD of an aggregate of 8,335,000 newly issued shares of its Common Stock, $.0001 par value per share (the
“Shares”). The Shares shall be purchased
by FCBD at par value or an aggregate of $833.50, a price the Parties agree is
fair and reasonable given the insolvent nature of Iptimize. The Shares shall
be registered under the Securities Act of
1933, as amended (the “33 Act”), in accordance with the following:


   
                       1.)          
If at any time after the date of this Agreement, and during the Term, Iptimize proposes to file a Registration Statement
under the 33 Act (a “Registration Statement”);
it will at such time give written notice to FCBD of its intention to do so. Upon written request of FCBD, given within 15 days
after the giving of any such notice by
Iptimize, Iptimize will advise FCBD that it shall include the Shares in the
Registration Statement. If, however, the offering to which the Registration
Statement relates is to be distributed by or through an underwriter
approved by Iptimize, FCBD hereof may at its option
agree to sell the Shares through such underwriter on the same terms and conditions as the underwriter agrees to sell the
other securities proposed to be registered.
In addition, if such underwriter determines that the inclusion of all the
Shares would have an adverse effect on the offering, FCBD shall be entitled to
participate in the underwriting and register the Shares on a pro rata basis or
as such other quantity of the Shares as the underwriter may determine. If FCBD
hereof elect not to sell the Shares through such underwriter, FCBD
hereof may use the Registration Statement to register the Shares under the 33
Act within 60 days after the Registration Statement becomes effective;


                          2.)          
Iptimize covenants and agrees that it shall prepare and promptly file with the Securities and Exchange Commission (the
“Commission”) all amendments, post-effective amendments and supplements to the
Registration Statement as may be necessary under the 33 Act and the regulations
of the Commission to permit the sale of the Shares to the public;


                          3.)
          The rights of FCBD
hereof pursuant to this Section 4 C. may be exercised only by FCBD or any affiliate thereof; and


                          4.)          
FCBD acknowledges, agrees and accepts that the Shares shall be the subject of such lock up letters or agreements
as shall be required by any investment


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banking firm or underwriter, on
the same terms and conditions as shall be imposed upon the executive officers, directors and
principal stockholders of Iptimize.


                          D.          Warrants.
Iptimize hereby covenants and agrees that it shall cause
the issuance and delivery to FCBD of non-incentive warrants with a ten (10)
year term to purchase an aggregate of
4,165,000 shares of Iptimize’s Common Stock, $.0001 par value per share, at an exercise price of $0.75 per share or
such price as shall be paid by
investors in the permanent portion of the Financing, whichever is greater (the
“Warrant”), and determined prior to any contemplated reverse split of IPtimize’s
Company’s stock. The shares of Iptimize’s Common Stock, $.0001 par value per share, underlying the Warrant (the
“Warrant
Shares”) shall be registered under the 33
Act in the Registration Statement.


                          E.          Future
Compensation. If Iptimize shall enter into any merger or acquisition activities related to its business
plan, FCBD shall, with respect to the first three transactions only,
provide advisory services to assess the impact of such transactions upon
Iptimize’s enterprise value in relation to its shareholders. Commencing with the fourth merger or acquisition
transaction, FCBD’s advisory services shall be at the sole discretion of
Iptimize. With respect to the first three merger or acquisition transactions
only, FCBD shall be paid additional advisory fees as follows: (i) upon Iptimize’s request, FCBD shall provide
detailed financial modeling services in support of Iptimize’s analysis of potential acquisition candidates for
a fee of $10,000 per defined request
(the “Modeling Fee”); and (ii) upon the completion of any merger or acquisition
transaction made by Iptimize during the Term, Iptimize shall pay a fee of $40,000 to FCBD (the “Success Fee”).


          5. 
         Expenses.
It is expressly agreed and understood that normal and reasonable
out-of-pocket expenses incurred by FCBD in conjunction with the Services, for example, airfare, hotel lodging, meals and
entertainment, transportation, express mail,
outside consultants, printing, and audio-visual displays, communication
expenses, etc. (“Expenses”), shall be reimbursed by Iptimize. FCBD shall
provide Iptimize with: (i) a detailed
monthly report of all expenses incurred by FCBD of the preceding month including the nature and amount of each
expenditure and a copy of any and all receipts; and (ii) advance written notice
of any proposed expenditure in excess of $1,000.


          6. 
         Representations,
Warranties and Covenants. In order to implement the operation of this
Agreement, Iptimize and FCBD hereby jointly and severally represent, warrant, covenant, agree and consent as follows:


  
           A.          Insolvent
Financial Condition of the Company. The
Company represents and warrants that
it has provided, or
will provide as available, all material information regarding the financial
condition of the Company; and that as
of the date of this
Agreement, the Company is insolvent, has a negative shareholder equity
balance, has outstanding liabilities
that can not
presently be met by its revenues, and has
effectively no market value as a “Pink-Sheet” traded company with
no significant
shares in float;


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           B.          No
Breach. The execution, delivery and performance of this Agreement, in the time and manner herein specified,
will not cause a
default in any other previously executed agreement signed by either
Iptimize or FCBD;


                    C.          Authority.
Both Iptimize and FCBD have full legal authority to
enter into this Agreement and to perform the same in the time and manner
contemplated;


                    D.          Approval.
This Agreement has been submitted to, ratified and approved
by the Board of Directors of Iptimize and the managers of FCBD;


                    E.          Licenses,
Etc. The Parties shall comply with all applicable laws
and regulatory requirements at all
times. The Parties shall obtain and maintain such authorizations,
licenses, permits and other governmental or regulatory agency approvals as are
required for the performance of this Agreement by either Party;


                    F.          Valid
Issuance. The Shares and the Warrant Shares shall be when issued, duly and validly issued, fully paid and
non-assessable;


                    G.          Return
of Securities. In the event the Transaction is not consummated,
FCBD shall offer Iptimize the exclusive right to repurchase the Shares and the Warrant Shares at $.001 per Share and Warrant Share,
respectively;


                    H.          Reservation.
Iptimize shall reserve the
Warrant Shares for issuance upon the
exercise of the Warrant by FCBD; and


                    I.          Restricted
Securities. FCBD acknowledges,
accepts and understands that until and unless the same are registered
under the 33 Act: (i) the Shares and the Warrant
Shares will be “restricted securities” as that term is defined under the 33 Act
of; (ii) FCBD will be acquiring the Shares and the Warrant Shares solely for
FCBD’s own account, for investment purposes and without a view towards
the resale or distribution thereof; (iii)
the Shares and the Warrant Shares will be subject of stop transfer orders on the
books and records of Iptimize’s transfer agent and shall be imprinted with a standard form of restrictive legend; and (iv) any
sale of the Shares and the Warrant Shares
will be accomplished only in accordance with the 33 Act and the rules and regulations
of the Securities and Exchange Commission adopted thereunder.


          7.
          Confidential
Data and Intellectual Property Rights. The Parties acknowledge, accept and agree that each owns certain intellectual
property that may be used in
conjunction with the performance of the Services or the consummation of any Business Arrangement. Nothing in this Agreement
shall be deemed to grant either Party
any right or license to acquire or utilize the other Party’s intellectual
property whether through performance
of this Agreement or otherwise. Neither Party shall not divulge to others, any trade secret or confidential
information, knowledge, or data concerning
or pertaining to the business and affairs of the other Party obtained by it as a result of its engagement hereunder, unless
authorized, in writing.


     
     8.          Indemnity.
The Parties hereby mutually agree and consent, at their individual sole cost and expense, to indemnify and hold each other
harmless from any and all claims or liabilities brought against one, by
individuals or entities not a party to


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this Agreement, including
claims or liabilities of every kind, nature and description, fixed or contingent (including, without limitations,
counsel fees and expenses in connection with any action, claim or proceeding relating to such liabilities),
commencing or occurring as a result of or by reason of any untrue or
misleading statement of a material fact, or omission of a material fact, or
breach by or failure of the other to perform under any representation,
covenant, or commitment made hereunder, or as a result of any misrepresentation
made in this Agreement.


          9.          Assignments.
Neither Party shall assign or transfer any rights or obligations
hereunder, except that, (i) Iptimize may assign or transfer this Agreement to a
successor corporation in the event of a merger, consolidation, transfer, or
sale of all or substantially all of the assets of Iptimize, provided that no
such assignment shall relieve Iptimize from
liability for the obligations assumed by it hereunder; and (ii) FCBD may assign
or transfer this Agreement to any firm which is an affiliate of FCBD, provided
that no such assignment shall relieve FCBD from liability for its obligations
hereunder.


          10.          Entire
Agreement. In the event that a restructuring and recapitalization
plan as contemplated hereby is not accepted and received by the Company, then
the terms of this Agreement, including
the issuance of the Shares and the Options, but excluding the
reimbursement of expenses incurred to date, shall become null and void. Each Party hereby covenants that this Agreement is
intended to and does contain and embody
all of the understandings and agreements, both written or oral, of the Parties with respect to the subject matter of this
Agreement, and that there exists no oral agreement or understanding, expressed or implied, whereby the absolute,
final and unconditional character and nature of this Agreement shall be
in any way invalidated or affected. There are
no representations, warranties or covenants other than those set forth
in this Agreement.


          11.          Binding
Arbitration. The Parties agrees that any and all disputes that arise out of this Agreement shall be submitted to and
resolved through final and binding arbitration
in the State of Delaware, a neutral forum, in accordance with the rules and regulations
of the American Arbitration Association. In such event, the Parties shall split
the cost of any arbitration filing and
hearing fees and the cost of the arbitrator. Each Party will bear its
own attorneys’ fees, and the arbitrator will not have authority to award
attorneys’ fees unless a statutory section at issue in the dispute authorizes
the award of attorneys’ fees to the prevailing Party, in which case the
arbitrator has authority to make such award
as permitted by the statute in question. The arbitration shall be instead of any
civil litigation; therefore, the Parties hereby waive any right to a trial, and
agree that the arbitrator’s decision shall be
final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction
thereof. The Parties shall accept the verdict or decision of the
arbitrator and indemnify and hold the prevailing Party harmless from any and
all liability arising out of the subject matter of the arbitration.


          12.          Facsimile
Signatures and Counterparts. Facsimile signatures on this Agreement shall be sufficient and acceptable to
bind the Parties and for execution of this
Agreement. This Agreement shall only be effective and binding when executed by both Parties hereto. This Agreement may be executed
in counterparts, each of which so executed shall be deemed an original
and constitute one and the same agreement.


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          13.          Notices.
Any notice required or contemplated by this Agreement shall be deemed
sufficiently given when delivered in person, transmitted by facsimile (if
followed by a copy by mail within three (3)
business days) or sent by registered or certified mail or priority overnight
package delivery service to the principal office of the Party entitled to notice or at such other address as the same may
designate in a notice for that purpose.
All notices shall be deemed to have been made upon receipt, in the case of mail, personal delivery or facsimile, or on the next
business day, in the case of priority overnight
package delivery service. Such notices shall be addressed and sent or delivered to the Parties at the addresses set
forth in the first paragraph of this Agreement,
or to such other address of which a Party may notify the other Party in writing.


          14.            Modification, Waiver and Amendment. A modification or waiver of
any of the provisions of this Agreement shall be
effective only if made in writing and executed with the same formality as this Agreement.
The failure of any Party to insist upon strict performance of any of the provisions of this Agreement shall not be
construed as a waiver of any
subsequent default of the same or similar nature or of any other nature. No Party may or shall amend this Agreement, in
whole or in part, verbally, by reliance, by course of conduct or otherwise, unless expressly and specifically
acknowledged in writing and signed by both Iptimize and FCBD.


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date above set forth.


First Capital Business
Development, LLC


	
 

	
 

	
 


	
By:

	


	
 


	
 

	


	
 


	
 

	
Gary J. Graham, Manager

	
 


	
 

	
 


	
IPtimize, Inc.

	
 


	
 


	
By:

	


	
 


	
 

	


	
 


	
 

	
Clinton
 J. Wilson, CEO and President

	
 


	
 

	
 


	
By:

	


	
 


	
 

	


	
 


	
 

	
John R. Evans, Chairman

	
 





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