EMPLOYMENT AGREEMENT

Exhibit 10.1

This Employment Agreement (the “ Agreement ”), effective as of October 1, 2008 (the “ Effective Date ”), is by and between R. LaDuane Clifton (the “ Executive ”) and a21, Inc., a corporation formed under the laws of the State of Delaware (the “ Company ” or “ a21 ”).

WHEREAS , the Company desires to employ the Executive, and the Executive is willing to render services to the Company, on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises and the mutual covenants, agreements and promises hereinafter set forth, the parties hereto covenant and agree as follows:

1.   EMPLOYMENT .  The Company shall employ the Executive as its Chief Financial Officer and Vice President, and the Executive hereby accepts such employment upon the terms and subject to the conditions hereinafter set forth, commencing on the Effective Date and continuing until terminated pursuant to Paragraph 4 hereof (the “ Employment Period ”).

2.   DUTIES .

(a)   The Executive shall report to a21’s Board of Directors (the “ a21 Board ”) through its Chief Executive Officer.  The Executive shall perform and discharge diligently and faithfully such duties as may be assigned to him from time to time by the a21 Board and its Chief Executive Officer as are customary for the position of Chief Financial Officer.  The Executive shall be based in the Jacksonville, Florida, metropolitan area, but his position will require reasonable travel outside of such area.

(b)   The Executive shall devote his full business time, attention, skills and energies to the performance of his duties hereunder and to the promotion of the business of the Company.  The Executive may not, during the Employment Period, be employed or engaged in any other business activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, which would not allow him to contribute his full business time, attention, skills and energies to the performance of his duties hereunder and to the promotion of the business of the Company without the written consent of the Chief Executive Officer of the Company.  Nothing in this paragraph will be construed as preventing the Executive from investing his personal assets in businesses which do not compete with the Company and engaging in not-for-profit and civic activities that do not interfere with the Executive’s duties hereunder.

3.   COMPENSATION .

(a)   Salary .  For services rendered by the Executive hereunder during the Employment Period, the Company shall pay Executive a base salary (the “ Salary ”) at the annual gross rate of One Hundred Fifty Thousand Dollars ($150,000) in accordance with the Company’s ordinary payroll practices.  An employment review will take place on an annual basis.  Any increases in the Salary shall be determined on an annual basis by the Board in its sole discretion.

(b)   Benefits .  During the Employment Period, the Company shall pay Nine Hundred Dollars ($900) per month (the “ Benefit Amount ”) of medical, dental, life insurance, pension or other employee benefits for the Executive, each as determined by the Executive, whether the Executive elects to use the benefit plans provided by the Company from time to time or otherwise.  The Company will permit the Executive to make contributions to the Company’s 401(k) plan, subject to the terms and conditions of such plan.  The Executive is entitled to such amount of paid time off (“PTO”) as is in the best interests of the Company after coordination with the Chief Executive Officer of the Company, which in no event shall be less than four (4) calendar weeks.

(c)   Expense Reimbursement . The Executive is authorized to incur reasonable expenses related to the performance of his duties under this Agreement in accordance with budgets and guidelines established by the Company from time to time or otherwise approved by the Chief Executive Officer of the Company.  The Company shall promptly reimburse the Executive for all such documented expenses in accordance with its expense reimbursement policy in effect from time to time.

(d)   Special Bonus .  If both a Change in Control and a greater than $9,000,000 reduction in the amount of the Company’s outstanding promissory notes occur after the Effective Date (collectively, the “ Conditions ”), then the Company shall pay the Executive a special bonus (the “ Special Bonus ”).  The Special Bonus shall be equal to the lesser of (i)(a) 1.5% multiplied by the amount the Company’s outstanding promissory notes are reduced below the amount of such notes in existence at the Effective Date, plus (b) 1.5% multiplied by the amount of capital (whether in the form of equity and/or debt) received by the Company within ninety (90) days after the Effective Date, unless such capital is used to reduce the amount of the Company’s outstanding promissory notes in existence at the Effective Date, and (ii) Fifty Thousand Dollars ($50,000).  The Company shall pay the Special Bonus within ten (10) days after satisfaction of both of the Conditions in accordance with its ordinary payroll practices.  The Special Bonus shall only be paid once.  Debt forgiveness, conversion or exchange of outstanding promissory notes into or for the Company’s equity securities shall satisfy the Conditions.

(e)   Taxes .  All payments and benefits provided to the Executive hereunder shall be reported as taxable income to the extent required by law and shall be subject to applicable income and payroll withholding taxes.

4.   TERM AND TERMINATION .

(a)   The term of this Agreement (the “ Employment Period ”) shall commence on October 1, 2008, and continue unless terminated earlier in accordance with this Paragraph 4.

(b)   Termination Without Cause .  Either party hereto may terminate this Agreement and the Executive’s employment for any reason at any time during the Employment Period, effective upon ten (10) days prior written notice to the other party.  In the event the Company terminates this Agreement and the Executive’s employment without Cause (as hereinafter defined), the Company shall, subject to Executive’s compliance with Sections 5, 6 and 7 hereof, the Executive’s resignation from all positions (including any directorships) with the Company or its Affiliates (as defined below) and the execution and delivery by the Executive of a separation agreement and general release, in a form reasonably acceptable to the Company, of all claims related to his employment or termination thereof through and including the date Executive signs such release, pay to the Executive (i) any unpaid Salary accrued as of the date of termination, (ii) any earned but unused PTO prorated through the last full calendar month of service, (iii) Salary at the annual rate in effect on the date of termination for a period of six (6) months in installments in accordance with the Company’s ordinary payroll practices, (iv) benefits at a monthly rate not to exceed Nine Hundred Dollars ($900) for a period of six (6) months, and (v) reimbursement of any outstanding business expenses for which Executive is entitled to be reimbursed in accordance with this Agreement up to and including the date of termination.  The Executive shall not be entitled to any further payments or benefits from the Company or any of its Affiliates, except as required by any federal or state law requiring continuation of benefits and except as may be provided in any other written agreement with the Company.

(c)   Termination for Cause .  The Company may terminate this Agreement and the Executive’s employment for Cause (as hereinafter defined) at any time, effective immediately upon giving the Executive written notice of such termination.  As used herein, the term “ Cause ” shall mean any of the following events:

(i)   the Executive’s conviction of or plea of guilty, nolo contendere, or no contest to a misdemeanor involving moral turpitude or a felony which may result in a term of imprisonment;

(ii)   the Executive’s material breach of this Agreement or willful failure to carry out the lawful directives of the Board consistent with Paragraph 2(a) hereof (provided the Company has given the Employee advance written notice specifying the nature of such breach or failure to carry out the lawful directives of the Board and the Executive has not cured such breach within thirty (30) days of having received such notice); or

(iii)   the Executive’s (A) willful gross misconduct, including, without limitation, dishonesty, fraud or theft, or (B) willful bad faith act or failure to act that is in the sole discretion of the Board injurious to the business or reputation of the Company.

In the event of termination for Cause, the Company shall pay to the Executive (i) any unpaid Salary accrued as of the date of termination, and (ii) reimbursement of any outstanding business expenses for which Executive is entitled to be reimbursed in accordance with this Agreement up to and including the date of termination.  The Executive shall not be entitled to any further payments or benefits except as required by any federal or state law requiring continuation of benefits and except as may be provided in any other written agreement with the Company.

(d)   Death .  If the Executive dies during the Employment Period, this Agreement and the Executive’s employment shall terminate as of the date of his death.  The Company shall pay to the Executive’s estate any unpaid Salary and the Executive’s estate shall not be entitled to any further payments or benefits from the Company or any of its Affiliates except as required by any federal or state law requiring continuation of benefits and except as may be provided in any other agreement with the Company.

(e)   Disability .  If the Executive is incapacitated by accident, sickness or otherwise so as to render him mentally or physically incapable of performing the services required of him under this Agreement (referred to herein as a “ Disability ”) for (i) a period of ninety (90) consecutive days or (ii) for an aggregate of one hundred twenty (120) business days during any twelve (12) month period, the Company may terminate this Agreement and the Executive’s employment effective immediately after the expiration of either of such periods, upon giving the Executive written notice of such termination.  Notwithstanding the foregoing provision, if it is determined by the Company that the Executive has a “disability” as defined under the Americans with Disabilities Act, the Executive’s employment shall not be terminated on the basis