Preview | Employment Agreement |

THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered effective as of January 1, 2006 (Effective Date), between Interactive Television Networks, Inc., a Nevada corporation, (the Company), whose principal place of business is 28202 Cabot Rd, Ste 300, Laguna Niguel, CA 92677 and Joseph Scotti, an individual (the Executive), whose address is 3 Consul Road, Livingston, NJ 07039.

A.	The Company is engaged in an Internet Protocol Television subscription based business that sells an internet appliance (ITVN STB) allowing subscribers to view content using proprietary hardware and software that connects a television set to the internet (the Business).

1. Employment. The Company hereby agrees to employ Executive as Executive Vice-President of Programming, and Executive hereby accepts such employment, upon the terms and conditions hereinafter set forth. Executive shall report to the Chief Executive Officer. Executive shall devote a minimum of forty (40) hours per week, of time and effort to his duties to the Company, provided, however, that Executive shall not be prevented from serving as a director in other companies or investing his assets or time in investments in business entities which are not a Competitive Business as hereinafter defined.

a. Salary. Company shall pay Executive a base salary of One Hundred and Seventy Two Thousand Five Hundred Dollars ($172,500) per year during the Term. Said salary shall be paid in twenty-four (24) equal payments of Seven Thousand One Hundred and Eighty Seven Dollars ($7,187) and each payment shall be paid on the 1^st and the 15^th day of each calendar month (the Base Salary). The amount of the Base Salary shall be reviewed and may be increased from time to time by the Compensation Committee of the Company. No such change shall in any way abrogate, alter, terminate or otherwise affect the other terms of this Agreement.

b. Equity Compensation. Executive shall receive Two Hundred Thousand (200,000) options to acquire shares of the Companys common stock at the fair market value on the date such options are granted by the Companys board of directors (hereafter, the Options). One half of these Options will vest immediately and one half shall vest on the Executives first anniversary of employment with the Company. All of these Options may be exercised at any time following the date of vesting for a period of three years. This paragraph sets forth the entire understanding and agreement of the parties with respect to any and all Company equity including but not limited to Company Warrants, Options and/or Stock promised, contemplated or granted to Executive or Executives affiliates. This paragraph supersedes all prior and contemporaneous understandings and agreements, whether oral or written relating to Company equity but does not affect the Executives compensation as a member of the Board of Directors of the Company. When the Executive resigns from the Board of Directors, all earned cash compensation and unvested Options shall become fully vested.

c. Other Compensation. The Executive shall be entitled to receive reimbursement for all reasonable out of pocket expenses as allowed under the Companys Executive Travel and Entertainment Policy, and the use of a Company lap-top, cellular phone, and Blackberry.