EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into effective as of December 2, 2008 (the “Effective Date”), by and between Asianada, Inc., a Delaware corporation and its affiliates and/or subsidiaries (the “Company”), and Jeffrey A. Schwartz (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”

Recitals

A.   The Company desires assurance of the association and services of the Executive in order to retain the Executive’s experience, skills, abilities, background and knowledge, and is willing to engage the Executive’s services on the terms and conditions set forth in this Agreement.

B.   The Executive desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement.

Agreement

In consideration of the foregoing Recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:

1.1   Term . The Company hereby employs the Executive, and the Executive hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement. The term of this Agreement shall commence on the Effective Date and shall continue until December 2, 2011 (the “Term”), unless terminated earlier in accordance with Section 4 herein. On the last day of the Term, the Executive shall immediately resign from all positions with the Company.

1.2   Title . The Executive shall have the title of Chief Executive Officer and Chairman of the Board of Directors and Executive shall serve in such other capacity or capacities as the Board of Directors of the Company may from time to time prescribe. The Executive shall report directly to the Company’s Board of Directors.

1.3   Duties . (i) During the Term, the Executive shall devote the Executive’s full working time and attention and use the Executive’s best efforts and skill to further the interests of the Company. The Executive shall do and perform all services, acts or things necessary or advisable to manage and conduct the business of the Company and which are normally associated with the positions of Chief Executive Officer and Chairman of the Board of Directors, consistent with the bylaws of the Company and as required by the Company’s Board of Directors.

(ii)   Notwithstanding the foregoing, the Company acknowledges that Executive may: (A) engage in the activities set forth on Schedule 1.3 attached hereto; (B)  pursue business opportunities that are not competitive with the Company’s business, provided , however , that prior to pursuing any such opportunity (1) the Executive discloses to the Company the terms and conditions of such business opportunity that Executive wishes to pursue, and (2) the Company waives its right to pursue such business opportunity; and (C) serve on other boards of directors or civic, professional or charitable boards or committees, provided , however, that (1) any such service is not in conflict with Executive’s primary responsibilities and obligations to the Company and (2) the Board of Directors of the Company provides its prior consent to any such service on other boards of directors or civic, professional or charitable boards or committees.

1.4   Policies and Practices. The employment relationship between the Parties shall be governed by the written policies and practices established by the Company and its Board of Directors and in effect from time to time. In the event that the terms of this Agreement differ from or are in conflict with the Company’s policies or practices or the Company’s employee handbook or general employment policy memorandum to its employees, if any, then this Agreement shall control.

1.5   Location . Unless the Parties otherwise agree in writing, during the term of this Agreement, the Executive shall perform the services Executive is required to perform pursuant to this Agreement at the Company’s offices, located in Los Angeles, California, or at any other place at which the Company maintains an office; provided, however, that the Company may from time to time require the Executive to travel temporarily to other locations in connection with the Company’s business.

2.1   Covenant Not to Compete. Except with the prior written and signed consent of the Company’s President or other executive officer (other than Executive) the Executive will not, during the Term of this Agreement, and any period during which the Executive is receiving compensation or any other consideration from the Company, including severance pay pursuant to Section 4.4.3 herein, engage in competition with the Company or any of its affiliates, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing and marketing the products or services which are in the same field of use, or which otherwise compete with the products or services or proposed products or services of the Company.

2.2   Agreement Not to Participate in Company’s Competitors. During the Term of this Agreement, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its affiliates. Ownership by the Executive, as a passive investment, of less than one percent (1%) of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or publicly traded on the NASDAQ Stock Market or in the over-the-counter market shall not constitute a breach of this paragraph.

3.1   Base Salary; Discretionary Bonus . (i) The Company shall pay the Executive a base salary of Two Hundred Fifty Thousand Dollars ($250,000) per year (the “Base Salary”), less payroll deductions and all required withholdings payable in regular periodic payments in accordance with Company policy. Any Base Salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal year.

(ii)   In addition to the Base Salary, the Company may pay you a bonus on terms and conditions, and pursuant to the sole discretion, established by the Board of Directors of the Company (any such bonus, the “Bonus”). Any such Bonus will be determined by the Board of Directors of the Company and then, if applicable, paid by the Company prior to February 15 of each calendar year during which the Executive remains employed by the Company.

3.2   Employment Taxes. All of the Executive’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

3.3   Benefits . The Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any executive benefit plan or arrangement which may be in effect from time to time and made available to the Company’s executive or key management employees. Additionally, Company will reimburse Executive for any COBRA premiums and costs for health insurance coverage, that he maintains and that is in effect after the Effective Date, until the first day the Executive is covered under Company’s health benefit plan. Company will not reimburse Executive for any COBRA premiums and costs for health insurance that is or was in effect prior to the Effective Date. The maximum amount Company will reimburse Executive for COBRA premiums and costs for each calendar year is $12,000.

4.1   Termination By the Company. The Executive’s employment with the Company may be terminated under the following conditions:

4.1.1   Death or Disability. The Executive’s employment with the Company shall terminate effective upon the date of the Executive’s death or “Complete Disability” (as defined in Section 4.5.1).

4.1.2   For Cause. The Company may terminate the Executive’s employment under this Agreement for “Cause” (as defined in Section 4.5.3) by delivery of written notice to the Executive specifying the Cause or Causes relied upon for such termination. Any notice of termination given pursuant to this Section 4.1.2 shall effect termination as of the date specified in such notice or, in the event no such date is specified, on the last day of the month in which such notice is delivered or deemed delivered as provided in Section 8 below.

4.1.3   Without Cause. The Company may terminate the Executive’s employment under this Agreement at any time and for any reason by delivery of written notice of such termination to the Executive. Any notice of termination given pursuant to this Section 4.1.3 shall effect termination as of the date specified in such notice or, in the event no such date is specified, on the last day of the month in which such notice is delivered or deemed delivered as provided in Section 8 below.

4.2   Termination By The Executive. The Executive may terminate the Executive’s employment with the Company under the following conditions:

4.2.1   Good Reason . The Executive may terminate the Executive’s employment under this Agreement for “Good Reason” (as defined below in Section 4.5.2) by delivery of written notice to the Company specifying the “Good Reason” relied upon by the Executive for such termination, provided that such notice is delivered within one (1) month following the occurrence of any event or events constituting Good Reason and that Executive has provided the Company a minimum of thirty (30) days written notice and an opportunity to cure the event which constitutes “Good Reason.”

4.2.2   Without Good Reason . The Executive may terminate Executive’s employment hereunder for other than “Good Reason” upon fourteen (14) days written notice to the Company.

4.3   Termination by Mutual Agreement of the Parties. The Executive’s employment pursuant to this Agreement may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement.

4.4   Compensation Upon Termination.

4.4.1   Death or Complete Disability. If the Executive’s employment shall be terminated by death or Complete Disability as provided in Section 4.5.1, the Company shall pay the Executive’s accrued Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination to Executive and/or Executive’s heirs, and the Company shall thereafter have no further obligations to the Executive and/or Executive’s heirs under this Agreement.

4.4.2   Cause or Without Good Reason. If the Executive’s employment shall be terminated by the Company for Cause (based upon the affirmative vote of a majority of directors of the Board of Directors of the Company), or if the Executive terminates employment hereunder without Good Reason, the Company shall pay the Executive’s accrued Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of the notice of termination to Executive, and the Company shall thereafter have no further obligations to the Executive under this Agreement.

4.4.3   Without Cause or Good Reason . If the Executive shall terminate the Executive’s employment with the Company for Good Reason or the Company shall terminate the Executive’s employment without Cause, then upon the Executive’s furnishing to the Company an executed release and waiver of claims, the Executive shall be entitled to the following:

(i)   the Executive’s Base Salary and accrued and unused vacation earned through the date of termination, subject to standard deductions and withholdings; and

(ii)   continuation of the Executive’s annual Base Salary in effect at the time of termination for a period of the lesser of (A) the number of months then left on the Term and (B) 12 months, payable in monthly installments after the Termination Date, subject to standard deductions and withholdings. The foregoing notwithstanding, any income earned by Executive from any source during the period following the termination of Executive’s employment shall offset the salary continuation obligation contained in this Section 4.4.3.

4.4.4   Covenant Not to Compete. Notwithstanding any provisions in this Agreement to the contrary, including any provisions contained in this Section 4.4, the Company’s obligations, and the Executive’s rights, pursuant to Section 4.4.3 shall cease and be rendered a nullity immediately should the Executive violate the provision of Section 2.2 herein, or should the Executive violate the terms and conditions of the Executive’s Proprietary Information Agreement.

4.4.5   Termination of Obligations. In the event of the termination of the Executive’s employment hereunder and pursuant to this Section 4, the Company shall have no obligation to pay Executive any Base Salary or other compensation or benefits, except as provided in this Section 4 or for benefits due to the Executive (and/or, if applicable, the Executive’s dependents under the terms of the Company’s benefit plans). Executive acknowledges and agrees that upon termination (for any reason) the Company may offset amounts Executive owes it or its affiliates or subsidiaries against any amount it owes Executive pursuant to this Section 4.4.

4.5   Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

4.5.1   Complete Disability . “Complete Disability” shall mean the inability of the Executive to perform the Executive’s duties under this Agreement because the Executive has become permanently disabled within the meaning of any policy of disability income insurance covering employees of the Company then in force. In the event the Company has no policy of disability income insurance covering employees of the Company in force when the Executive becomes disabled, the term “Complete Disability” shall mean the inability of the Executive to perform the Executive’s duties under this Agreement by reason of any incapacity, physical or mental, which the Board of Directors of the Company, based upon medical advice or an opinion provided by a licensed physician acceptable to the Board of Directors of the Company, determines to have incapacitated the Executive from satisfactorily performing all of the Executive’s usual services for the Company for a period of at least seventy-five (75) days during any twelve (12) month period (whether or not consecutive). Based upon such medical advice or opinion, the determination of the Board of Directors of the Company shall be final and binding and the date such determination is made shall be the date of such Complete Disability for purposes of this Agreement.

4.5.2   Good Reason . “Good Reason” for the Executive to terminate the Executive’s employment hereunder shall mean the occurrence of any of the following events without the Executive’s consent:

(i)   the Company’s material breach of its obligations under this Agreement;

(ii)   a failure by the Company to obtain from any successor, before the succession takes place, an agreement to assume and perform all of the terms and conditions of this Agreement; or

(iii)   if there occurs a ‘Change in Control’ (as defined below) and there is any change in the material duties or responsibilities which are substantially inconsistent with the Executive’s title, position or responsibilities, or any material diminution in the scope of the Executive’s responsibilities or authority.

4.5.3   For Cause . “Cause” for the Company to terminate Executive’s employment hereunder shall mean the occurrence of any of the following events:

(i)   the Executive’s failure to satisfactorily perform the Executive’s job duties under this Agreement;

(ii)   failure by the Executive to comply with all material applicable laws in performing the Executive’s job duties or in directing the conduct of the Company’s business;

(iii)   failure by the Executive to follow the Company’s policies and procedures;

(iv)   commission by the Executive of any felony or intentionally fraudulent or other act against the Company, or its affiliates, subsidiaries, employees, agents, representatives or clients which demonstrates the Executive’s untrustworthiness or lack of integrity;

(v)   the Executive’s failure to maintain any license required to perform the duties contemplated under this Agreement;

(vi)   the Executive’s engaging or in any manner participating in any activity which is competitive with or intentionally injurious to the Company or any of its affiliates or which violates an