EMPLOYMENT AGREEMENT



This EMPLOYMENT AGREEMENT (the "Agreement") dated as of January 2, 2003 (the

"Date of this Agreement"), is made by and between eLiberation.com Corporation, a

Delaware corporation (the "Employer"), and Michael Sawtell (the "Executive").



      WHEREAS, the Employer wishes to employ the Executive on the terms set

      forth below.



      WHEREAS, Executive wishes to accept such employment.



      Accordingly, the parties hereto agree as follows:



      1.    Term. The Employer hereby employs the Executive, and the Executive

hereby accepts such employment, for an initial term commencing as of the Date of

this Agreement and ending on the second anniversary of such date, unless sooner

terminated in accordance with the provisions of Section 4 or Section 5; with

such employment to continue thereafter for successive one-year periods in

accordance with the terms of this Agreement on each anniversary of the Date of

this Agreement (subject to termination as aforesaid) unless either party

notifies the other party in writing not less than thirty (30) days before

expiration of the initial term and each annual renewal thereof (the period

during which the Executive is employed hereunder being hereinafter referred to

as the "Term") of an intent not to renew this Agreement.



      2.    Duties. During the Term, the Executive shall be employed by the

Employer as its Chief Financial Officer, and as such, the Executive shall

faithfully perform for the Employer the duties and have the powers customary for

such position, including general financial oversight of the Employer's

operations and preservation of the Company's assets. During the Term, the

Executive shall be required to report to the CEO of the Employer (the "CEO").

The Executive shall devote substantially all of his business time and effort to

the performance of his duties hereunder, and shall work primarily at the

Employer's main business offices.



      3.    Compensation.



            3.1   Salary. The Employer shall pay the Executive during the Term a

salary at the rate of One Hundred Fifty Thousand Dollars ($150,000) per annum

(the "Annual Salary"), in accordance with the customary payroll practices of the

Employer applicable to senior executives, provided the payments are no less

frequent than monthly (or, if there is no such policy, payments shall be

semi-monthly). The Annual Salary shall be annually reviewed by the Employer for

possible increases. The Annual Salary shall be subject to possible further

increase from time to time in the discretion of the CEO or such committee of the

Board as they shall designate for such purpose from time to time. Any increased

Annual Salary shall thereupon be the "Annual Salary" for the purposes hereof.

The Executive's Annual Salary shall not be decreased without his prior written

consent at any time during the Term.



            3.2   Incentive Compensation. During the Employment Term, the

Executive shall be eligible to receive, in addition to his Annual Salary, an

annual bonus (the "Bonus") of up to 30% of the Annual Salary. The amount of such

Bonus and any performance standards or goals



<PAGE>



required to be attained in order to receive such Bonus shall be set by the CEO

or such committee of the Board as they shall designate for such purpose from

time to time based on, but not limited to, any of the following criteria: (i)

amount of capital raised for the Employer; (ii) positioning of the Employer for

an initial public offering of the Employer's common stock; (iii) valuation

attained for the Employer, as measured by arm's length investment transactions

or market capitalization; (iv) periodic revenues as measured by total

transaction dollars; and (v) entering into key strategic relationships. The

Bonus shall be declared on or before the thirtieth day following each quarterly

period, and paid not later than the last business day of the quarter following

the quarter for which the Bonus is being paid.



            3.3   Stock Options. The Executive shall be granted options (the

"Options") to purchase Three Hundred Fifty Thousand (350,000) shares of the

common stock of the Employer pursuant to the Employer's 2000 Equity Incentive

Plan which, at the option of the Executive as of their date of grant, may be

intended to qualify as "incentive stock options" within the meaning of Section

422 of the Internal Revenue Code of 1986, as amended. Such options shall have an

exercise price per share of $0.50, the agreed fair market value of shares of

Employer's stock as of the date hereof. Such Options shall vest as to 25% of the

shares on March 4, 2004, and 3.41% each month thereafter until the Options are

fully vested, provided that the Executive is employed by the Employer as of each

such Option vesting date. The vesting period shall be subject to possible

acceleration in the discretion of the CEO or such committee of the Board as they

shall designate for such purpose from time to time. Such options shall become

fully vested immediately upon (i) a Change of Control, defined below, of the

Employer, or (ii) a termination of the executive by Employer without Cause

(defined in Section 5.1(a) below, or a termination by Executive for Good Reason

(defined in Section 5.2(a) below), if the same occurs within 120 days prior to

the execution and delivery of an acquisition, merger, consolidation or other

agreement which results in a Change of Control. For purposes of this Agreement

"Change of Control" shall be deemed to have occurred if, as a result of a tender

offer, other acquisition, merger, consolidation or sale or transfer of assets,

any person(s) (as used in Sections 13(d) or 14(d) of the Securities Exchange Act

of 1934 ("SEA")) becomes the beneficial owner (as defined in Rule 13(d)-3 of the

SEA) of a total of fifty percent (50%) or more of either the outstanding shares

of Employer's stock or Employer's assets; provided, however, that a change of

control shall not be deemed to have occurred if a person who beneficially owned

50% or more of the Employer's stock as of the effective date of this Agreement

continued to do so during the term of this Agreement. The terms of this Section

3.3 shall be included in the applicable stock option agreement between Employer

and Executive relating to the issuance of the Options.



            3.4   Benefits. Except otherwise provided herein, the Executive

shall be entitled to participate in any group life, medical or disability

insurance plans, health programs, retirement plans, fringe benefit programs and

similar benefits that may be available to other senior executives of the

Employer generally, on the same terms as such other executives, to the extent

that the Executive is eligible under the terms of such plans or programs as they

may be in effect from time to time. Employer will provide coverage for the

Executive under the Employer's health benefits plan and will pay 100% of the

cost of spouse or dependent coverage up to a total of $500 per month. Coverage

under the health benefits plan will be in effect commencing with the first month

following ninety (90) days of employment.



                                        2

<PAGE>



            3.5   Expenses. The Employer shall pay or reimburse the Executive

for all ordinary and reasonable out-of-pocket expenses actually incurred (and,

in the case of reimbursement, paid) by the Executive during the Term in the

performance of the Executive's services under this Agreement, provided that the

Executive submits proof of such expenses, with the properly completed forms as

prescribed from time to time by the Employer, no later than 30 days after the

end of the monthly period in which such expenses have been so incurred. In

addition, the Employer will pay the Executive's reasonable basic relocation

expenses, if any, which shall consist of airfare, moving company expenses and

hotel stays during the transition period, such expenses to be approved in

advance, in writing, by the Company.



      4.    Termination upon Death or Disability. If the Executive dies during

the Term, the Term shall terminate as of the date of death, and the obligations

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC