EMPLOYMENT AGREEMENT (the "Agreement") dated as of November 8, 2004 by and
between iVoice Technology 3, Inc., Inc., a Nevada corporation with an address at
750 Highway 34, Matawan, NJ 07747 (the "Company"), and Bruce Knef, residing at
84 Culberson Road, Basking Ridge, New Jersey 07920 (the "Employee").
W I T N E S S E T H
WHEREAS, the Company desires that Employee be employed by it and render
services to it, and Employee is willing to be so employed and to render such
services to the Company, all on the terms and subject to the conditions
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
sufficiency of which is hereby acknowledged, the parties agree as follows:
Subject to and upon the terms and conditions contained in this Agreement,
the Company hereby employs Employee, for the period set forth in Paragraph 2
(subject to the terms and conditions of this Agreement), to render the services
to the Company, its affiliates and/or subsidiaries described in Paragraph 3.
Employee's term of employment under this Agreement shall commence on
November 8, 2004 (the "Commencement Date") and shall continue for a period
terminating on November 7, 2005 (the "Expiration Date"), unless earlier
terminated under the terms and conditions herein (the "Employment Term").
(a) The Employee agrees that he will serve the Company faithfully
and to the best of his ability as the President and the Chief Executive Officer
of the Company, subject to the general supervision of the Board of Directors of
the Company. Employee shall be based in the Company's offices in New Jersey.
(b) Employee agrees to abide by all By-Laws and policies of the
Company promulgated from time to time by the Company.
4. Services and Best Efforts
Employee shall devote his attention, best efforts and ability of the
service to the Company, its affiliates and subsidiaries during the term of this
(a) Base Salary. Commencing on the Commencement Date, the Employee
shall receive an annual salary, payable semi-monthly during the Employment Term,
in the amount of Eighty-five Thousand Dollars ($85,000), subject to all required
federal, state and local payroll deductions. The Employee's base salary shall be
increased on each anniversary of the Commencement Date as deemed appropriate by
the Board of Directors of the Company.
(b) Incentive Compensation.
(i) For annual recorded and collected revenues of the
Company in excess of Three Hundred Thousand
Dollars ($300,000), but not exceeding Two
Million Dollars ($2,000,000), the Employee
shall receive additional annual incentive
compensation equal to seven and one-half
percent (7 1/2%) of the total annual revenues
of the Company.
(ii) For annual recorded and collected revenues of the
Company in excess of Two Million Dollars
($2,000,000), the Employee shall receive
additional annual incentive compensation, in
addition to the incentive compensation referred
to in clause (d) (i), equal to three and
one-half percent (3 1/2%) of total annual
revenues of the Company in excess of two
(iii) Notwithstanding the above, should the pre-tax profit
margin fall below thirty-five percent (35%),
the incentive compensation payable pursuant to
this paragraph shall be reduced by thirty-five
6. Business Expenses
Employee shall be reimbursed for only those business expenses incurred by
him (a) which are reasonable and necessary for Employee to perform his duties