EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the Agreement), entered into this 11th day of May, 2007, by and between WQN, INC., a Delaware corporation (the Employer), and RUSSELL SPIESSER (Employee).

WITNESSETH

     WHEREAS, the Employer desires to employ, and Employee desires to work for Employer;

     WHEREAS, the Employer desires to provide fair and reasonable benefits to Employee on the terms and subject to the conditions set forth in this Agreement; and

     WHEREAS, the Employer desires reasonable protection of their confidential business and customer information which they will develop over the years at substantial expense and assurance that Employee will not compete with the Employer for a reasonable period of time after termination of his employment with the Employer, except as otherwise provided herein.

     NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and undertakings herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, each intending to be legally bound, covenant and agree as follows:

     1. Employment. Upon the terms and subject to the conditions set forth in this Agreement, the Employer employs Employee as the Employers Chief Technology Officer and Employee accepts such employment.

     2. Positions. Employee agrees to serve as the Employers Chief Technology Officer and to perform such duties in those offices as may reasonably be assigned to him by the Employers Board of Directors not inconsistent with the nature of Employees position and such duties which are of the character as those generally associated with such officers title.

     3. Term. The term of this Agreement shall begin on May 10, 2007 (the Effective Date) and shall end on the date which is one (1) year following such date; provided, however, that such term shall be extended automatically for an additional year on each anniversary of the Effective Date, unless either party hereto gives sixty (60) days written notice to the other party not to so extend prior to an anniversary (such term, including any extension thereof shall herein be referred to as the Term). Notwithstanding the foregoing, this Agreement shall automatically terminate (and the Term of this Agreement shall thereupon end) without notice when Employee attains 65 years of age.

     4. Salary. Employee shall receive a monthly minimum salary of Seven Thousand Dollars ($7,000.00) (Base Compensation) payable at regular intervals in accordance with the

Employers normal payroll practices in effect from time to time. Employee shall be entitled to receive a bonus of Twenty-Five Thousand Dollars U.S. ($25,000.00) per every One Million Dollars U.S. ($1,000,000.00) up to a total of Five Million Dollars U.S. ($5,000,000.00) of annual gross revenue generated by Employer as a result of software licenses related to the software program My Nabyoo that Employer licenses during such period (the Software Revenue), and a bonus of Fifty Thousand Dollars U.S. ($50,000.00) per every One Million Dollars U.S. ($1,000,000.00) of Software Revenue in excess of Five Million Dollars U.S. ($5,000,000.00) of Software Revenue up to total of Ten Million Dollars U.S. ($10,000,000.00) of Software Revenue. Additionally, Employee will be eligible to participate in Employers stock option plan to the same extent as other executives, officers and employees of Employer, and to receive stock options thereunder in such amounts and at such times as the Board of Directors may determine in its discretion.