ex_1016.htm


    
      

      

    

    
      EXHIBIT
        10.16

       

       

      CONSULTING
        AGREEMENT

       

       

      This
        Consulting Agreement (“Agreement”), is entered into as of July 10th, 2006 (the
“Effective Date”) by and between PocketFinder, LLC., and Roger Anderson
        (“Consultant”).

       

      WITNESSETH:

       

      WHEREAS,
        Company is a technology and telecommunications company that has designed
        and
        patented wireless communications products and systems combining advanced
        wireless location based services technology to provide features of utilizing
        a
        proprietary software system; and

       

      WHEREAS,
        Company wishes to assure itself of the services of Consultant for the period
        and
        upon the terms and conditions provided in this Agreement; and

       

      WHEREAS,
        Consultant is willing to serve and to provide consulting to the Company on
        a
        project basis for said period and upon the terms and conditions provided
        in this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and agreements contained
        herein, the parties hereto agree as follows:

       

      1.           Period

       

      a.           Term.  Subject
        to the terms and conditions of this Agreement, Company hereby agrees to use
        Consultant for the design and implementation of PocketFinder.  The
        capacity as set forth herein, commencing on the Effective Date and continuing
        in
        full force and effect until such time as the execution of each Task is
        completed, but in no event longer than ten (10) years from the Effective
        Date
        (the “Consultancy Term”).

       

      b.           Duties
        and Responsibilities.  During the Term, Consultant agrees to
        devote his working time and attention to the project and tasks faithfully
        and
        efficiently perform all reasonable responsibilities and duties to the best
        of
        his skill and abilities, in a competent and professional manner.

       

      c.           Services.  During
        the Term, Consultant further agrees not to engage in any business or perform
        any
        services that are competitive with the business of or services provided by
        Company or that may be deemed to constitute a conflict of
        interest.  Notwithstanding anything to the contrary contained in this
        Section 1(c), Consultant shall not be prohibited from (i) rendering services
        to
        relatives, charitable or community organizations; (ii) managing her personal
        investments in such manner as to not interfere with the performance of her
        duties hereunder; or (iii) owning no more than five percent (5%) of the equity
        securities of a corporation or other entity, so long as (A) such services
        or
        activities are not rendered to any business which is competitive with the
        business of Company, and (B) such services or activities do not in any way
        interfere with the performance of Consultant’s duties and responsibilities
        hereunder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.           Compensation.  During
        the Term, Consultant shall be entitled to the compensation package and benefits
        provided below.

       

      a.           Base
        Salary.  During the Consulting Term, in full consideration for the
        services to be rendered by Consultant, Consultant shall compensation for
        worked
        performed on an hourly basis set at $125.00 per hour.  The Consultant
        will invoice the Company on a monthly basis.

       

      b.           Stock
        Incentive Plan/Options for Performance.  Consultant shall
        participate in the Stock Incentive Plan of the Company based on Performance
        as
        follows:

       

      
        
          	
                  NUMBER

                	
                  VESTING

                
	 	 
	
                  50,000
                    class D shares

                	
                  Issued
                    to Roger Anderson on completion of the IVR

                
	 	 
	
                  100,000
                    class D shares

                	
                  First
                    PF location based system tested and running at the main data
                    center.

                
	 	 
	
                  25,000
                    class D shares 

                  (Maximum
                    of 100,000 class D shares)

                	
                  Upon
                    each additional PF location system tested and running at main
                    data centers
                    domestic and internationally.

                


        

      

       

      c.           Resignation.  Consultant
        may resign his current position with Company and thereby terminate his
        agreement, by giving thirty (30) days notice in writing.  Upon
        resignation, Consultant terminates any and all participation in the Stock
        Incentive Plan/Options for Performance as described in Section 2.b.

       

      d.           Termination
        of Consulting.  Company may Terminate Consulting at any time
        during the Agreement by giving consultant thirty (30) days notice in
        writing.  Upon Termination, Company is obligated to pay any and all
        outstanding invoices.

       

      3.           Confidential
        Information.

       

      a.           Company
        Information.  Consultant acknowledges that during the course of
        employment, Consultant will have access to information about Company and
        that
        Consultant’s employment with Company shall bring Consultant into close contact
        with proprietary information of Company.  In recognition of the
        foregoing, Consultant agrees at all times during and following Consultant’s
        employment with Company, to hold in confidence, and not to use, except for
        the
        benefit of Company, or to intentionally disclose to any person, firm,
        corporation or other entity without written authorization of Company, any
        “Confidential Information” of Company which Consultant obtains or
        creates.  Consultant understands that “Confidential Information” means
        any Company proprietary information, technical data, trade secrets or know-how,
        including, but not limited to, research, product plans, products, services,
        suppliers, customer lists, prices and costs, markets, software, developments,
        inventions, laboratory notebooks, processes, formulas, technology, designs,
        drawing, engineering, hardware configuration information, marketing, licenses,
        finances, budgets or other business information disclosed to Consultant by
        Company in writing or by drawings of parts or equipment, or created by
        Consultant during the period of Consultant’s term during working
        hours.  Consultant understands that “Confidential Information”
includes information pertaining to any aspects of Company’s business which is
        either information not known by actual or potential competitors of Company
        or is
        proprietary information of Company or its customers or suppliers, whether
        of a
        technical nature or otherwise.  Consultant further understand that
        Confidential Information does not include any of the foregoing items which
        have
        become publicly known and made generally available through no wrongful act
        of
        Consultant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      b.           Third
        Party Information.  Consultant recognizes that Company has
        received and in the future will receive confidential or proprietary information
        from third parties subject to a duty on Company’s part to maintain the
        confidentiality of such information and to use such information only for
        certain
        limited purposes.  Consultant agrees to hold all such confidential or
        proprietary information in confidence and not to intentionally disclose it
        to
        any person, firm or corporation or to use it except as necessary in carrying
        out
        my work for Company consistent with Company’s agreement with such third
        person.

       

      4.           Inventions.

       

      a.           Inventions
        Retained and Licensed.  Consultant represents and warrants to
        Company that there are no inventions, original works of authorship,
        developments, improvements, or trade secrets which were made by Consultant
        prior
        to the commencement of his employment with the Company (collectively, “Prior
        Invention(s)”), which belong solely to Consultant or belong to Consultant
        jointly with another, which relate in any way to any of Company’s proposed
        businesses, products or research and development, and which are not assigned
        to
        Company hereunder.  If, in the course of the Employment Period,
        Consultant incorporates into a Company product, process or machine a Prior
        Invention owned by Consultant or in which Consultant has an interest, Company
        is
        hereby granted and shall have a non-exclusive, royalty-free, irrevocable,
        perpetual, worldwide license (with the right to sublicense) to make, have
        made,
        copy, modify, make derivative works of, use, sell and otherwise distribute
        such
        Prior Invention as part of or in connection with such Company product, process
        or machine.

       

      b.           Assignment
        of Inventions.  Consultant agrees that Consultant will promptly
        make full written disclosure to Company, will hold in trust for the sole
        right
        and benefit of Company, and hereby assign to Company, or its designee, all
        my
        right, title and interest throughout the world in and to any and all inventions,
        original works of authorship, developments, concepts, know-how, improvements
        or
        trade secrets, whether or not patentable or registrable under copyright or
        similar laws, which Consultant may solely or jointly conceive or develop
        or
        reduce to practice, or cause to be conceived or developed or reduced to practice
        during the Employment Period that (i) relate at the time of conception or
        development to the actual or demonstrably proposed business or research and
        development activities of Company; (ii) result from or relate to any work
        performed for Company during normal business hours; and (iii) are developed
        through the use of Confidential Information (collectively,
“Inventions”).  Consultant further acknowledges that all Inventions,
        which are made by Consultant (solely or jointly with others) within the scope
        of
        and during the period of Consultant’s employment with Company, are “works made
        for hire” (to the greatest extent permitted by applicable law) and are
        compensated by the Base Salary, unless regulated otherwise by law.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      c.           Inventions
        on Consultant’s Own Time.  The provisions of Section 7(a) and 7(b)
        above do not apply to any invention which qualifies fully under the provisions
        of California Labor Code §2870, which provides as follows:

       

      §
2870
        -
        Invention on Own time - Exemption from Agreement

       

      (1).
        Any
        provision in an employment agreement which provides that an Consultant shall
        assign, or offer to assign, any of his or her rights in an invention to his
        or
        her employer shall not apply to an invention that the Consultant developed
        entirely on his or her own time without using the employer’s equipment,
        supplies, facilities, or trade secret information except for those inventions
        that either (i) relate at the time of conception or reduction to practice
        of the
        invention to the employees business, or actual or demonstrably anticipated
        research or development of the employer; or (ii) result from any work performed
        by the Consultant for the employer.

       

      (2).
        To
        the extent a provision in an employment agreement purports to require an
        Consultant to assign an invention otherwise excluded from being required
        to be
        assigned under subdivision (a) of Section 2870, the provision is against
        the
        public policy of this state and is unenforceable.

       

      d.           Patent
        and Copyright Rights.  Consultant agrees to assist Company, or its
        designee, at Company’s expense, in every reasonable way to secure Company’s
        rights in the Inventions and any copyrights, patents, trademarks, mask work
        rights, moral rights, or other intellectual property rights relating thereto
        in
        any and all countries, including the disclosure to Company of all pertinent
        information and data with respect thereto, the execution of all applications,
        specifications, oaths, assignments, recordations, and all other instruments
        which are necessary in order to apply for, obtain, maintain and transfer
        such
        rights and in order to assign and convey to Company, its successors, assigns
        and
        nominees the sole and exclusive rights, title and interest in and to such
        Inventions, and any copyrights, patents, mask work rights, or other intellectual
        property rights relating thereto.

       

      5.           Return
        of Company Documents.  Consultant agrees that, at the time of
        termination of consulting with Company for any reason, Consultant will deliver
        to Company (and will not keep in my possession, recreate or deliver to anyone
        else) any and all Confidential Information and all other documents, materials,
        information or property belonging to Company, its successors or
        assigns.  Consultant further agrees that any property situated on
        Company’s premises and owned by Company, including disks and other storage
        media, filing cabinets or other work areas, is subject to inspection by Company
        personnel at any time with or without notice.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.           Injunctive
        Relief.  Consultant expressly acknowledge that any breach or
        threatened breach of any of the terms and/or conditions set forth in Sections
        6
        and 7 of this Agreement will result in substantial, continuing and irreparable
        injury to Company.  Therefore, Consultant hereby agrees that, in
        addition to any other remedy that may be available to Company, Company shall
        be
        entitled to injunctive relief, specific performance or other equitable relief
        by
        a court of appropriate jurisdiction in the event of any breach of threatened
        breach of the terms of this Agreement.

       

      7.           Miscellaneous.

       

      a.           Governing
        Law.  This Agreement is deemed to be entered into and performed in
        Orange County, California.  Except as otherwise explicitly noted, this
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California, without giving effect to the conflict of law rules of
        California.  The parties hereby submit to the exclusive jurisdiction
        of the state of California in connection with any dispute arising from or
        related to this Agreement, and Los Angeles County shall be the sole venue
        therefore.

       

      b.           Modifications
        and Amendments.  This Agreement may be modified or amended only by
        a written instrument executed by the parties hereto and approved in writing
        by a
        duly authorized officer of Company, no modification or amendment shall be
        effective absent such approval.

       

      c.           Independence
        and Severability.  Each of the rights enumerated above shall be
        independent of the others and shall be in addition to and not in lieu of
        any
        other rights and remedies available to Company at law or in
        equity.  If any of the covenants contained herein or any part of any
        of them is hereafter construed or adjudicated to be invalid or unenforceable,
        the same shall not affect the remainder of the covenant or covenants or rights
        or remedies which shall be given full effect without regard to the invalid
        portions.  If any of the covenants contained herein are held to be
        invalid or unenforceable because of the duration of such provision or the
        area
        or scope covered thereby, Consultant agrees that the court or arbitrator
        making
        such determination shall have the power to reduce the duration, scope and/or
        area of such provision and in its reduced form said provision shall then
        be
        enforceable.

       

      d.           Notice.  For
        the purpose of this Agreement, notices and all other communications provided
        for
        in this Agreement shall be in writing and shall be deemed to have been duly
        given as of the date if delivered in person or by telecopy, on the next business
        day, if sent by a nationally recognized overnight courier service, and on
        the
        second business day if mailed by registered mail, return receipt requested,
        postage prepaid, and if addressed to the Company then at its principal place
        of
        business, or if addressed to Consultant, then his last known address on file
        with the Company.

       

      e.           Waiver.  The
        observation or performance of any condition or obligation imposed upon
        Consultant hereunder may be waived only upon the written consent of
        Company.  Such waiver shall be limited to the terms thereof and shall
        not constitute a waiver of any other condition or obligation of Consultant
        under
        this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      f.           Assignment.  This
        Agreement is personal to Consultant and shall not be assigned by his. Company
        may assign its rights hereunder to (a) any corporation or other legal entity
        resulting from any merger, consolidation or other reorganization to which
        Company is a party or (b) any corporation, partnership, association or other
        legal entity or person to which Company may transfer all or substantially
        all of
        the assets and business of Company existing at such time.  All of the
        terms and provisions of this Agreement shall be binding upon and shall inure
        to
        the benefit of and be enforceable by the parties hereto and their respective
        successors and permitted assigns.

       

      g.           Headings.  The
        headings have been inserted for convenience only and are not to be considered
        when construing the provisions of this Agreement.

       

      h.           Counterparts.  This
        Agreement may be executed in one or more counterparts and transmitted by
        facsimile, a copy of which shall constitute an original and each of which,
        when
        taken together, shall constitute one and the same agreement.

       

      i.           Survival
        of Provisions.  Notwithstanding anything to the contrary in this
        Agreement, Sections 3. 4. 5. 6. and 7 of this Agreement shall survive the
        termination of this Agreement for the period of time so specified or implied
        in
        such Sections, respectively.

       

      j.           Arbitration.  Any
        controversy, dispute or claim of any nature whatsoever involving Company
        and
        Consultant or Consultant’s spouse or family, including without limitation any
        claims arising out of, in connection with, or in relation to this Agreement
        or
        Consultant’s employment with Company, any claims of unlawful discrimination,
        sexual harassment or wrongful termination, and any issues of arbitrability
        of
        any such disputes, will be resolved by final and binding arbitration before
        the
        American Arbitration Association in Los Angeles, California, in accordance
        with
        its employee arbitration rules.

       

      k.           Entire
        Agreement.  This Agreement constitutes the entire understanding
        between the parties hereto in respect of the employment of Consultant by
        Company, superseding all negotiations, prior discussions, prior written,
        implied
        and oral agreements, preliminary agreements and understandings with Company
        or
        any of its officers, employees or agents.

       

      IN
        WITNESS WHEREOF, this six (6) page Agreement is executed and agreed to as
        of
        July 10, 2006.

       

       

      CONSULTANT

      
        	 	 	 	 	 
	
                By:
                  /s/ Roger
                  Anderson

              	 	 	
                 

              	 
	
                Roger
                  Anderson

              	 	 	
                 

              	 


      

       

      POCKETFINDER,
        LLC.

      
        	 	 	 	 	 
	
                By:
                  /s/ David
                  Morse 

              	 	 	
                 

              	 
	
                David
                  Morse --
                  Chief Executive Officer