KEY EXECUTIVE EMPLOYMENT AGREEMENT

1.

Employment.   Company hereby hires Executive to continue serving as its Chief Financial Officer and to become a member of the Company’s Board of Directors as of the date of this Agreement.

2.

Duties.  Policies.   Executive agrees to serve as the Chief Financial Officer as defined in Exhibit “A,” attached and incorporated herein by reference, subject to the terms set forth in this Agreement.  Executive hereby accepts such employment on the terms and conditions described herein.  Executive shall obtain the prior written approval of the Company’s Board of Directors (which approval shall not be unreasonably withheld), before Executive shall be entitled to serve as director on the governing boards of other for-profit or not-for-profit entities and to retain any compensation and benefits resulting from such service, so long as such service does not unduly interfere with his duties and obligations under this Agreement. Company acknowledges that Executive currently serves as Treasurer on the board of Lollipop Theater Network, a 501(c)(3) non-profit organization.

3.

Standard of Performance.   Executive shall at all times faithfully and industriously and to the best of Executive’s ability, experience, and talents perform all of the duties that may be required of Executive and as may be assigned to Executive from time to time by the Board of Directors of the Company consistent with the terms of this Agreement.  Executive shall work on a full-time basis for Company. Executive at no time shall provide services to competing businesses.

4.

Term.   The term of Executive’s employment pursuant to this Agreement is deemed to have commenced as of the Commencement Date, as described in the recitals of this Agreement, and shall and continue until the 31 ^st day of December, 2010 (the “End Date”), or upon termination of this Agreement described in Section 7 below, whichever shall occur first (the “Term”).     All previous employment agreements shall be null and void and this agreement shall serve as the final employment agreement. If this Agreement has not been previously terminated pursuant to Section 7 below, then, without further action by either party, this Agreement shall be renewed for a successive period of 1 year from the End Date, and in each succeeding year thereafter for an additional 1 year renewal Term or, in each case until termination as described herein, unless Executive is otherwise notified in writing at least 90 days before the end of the initial Term or any of the successive one year terms.

5.

Compensation.   In consideration of all services rendered during the term of this Agreement, Company shall pay Executive the amounts described in Exhibit “A”, which is attached and incorporated fully by reference herein.  Executive will receive no additional compensation for serving the Company in any other capacity, unless by prior written approval of the Board of Directors.  Executive’s base salary shall not be decreased during the Term.

a.

Benefits and Expenses.   Subject to Section 6 and upon satisfaction of applicable eligibility requirements, Executive shall be entitled to participate in all fringe benefits which Company may from time to time make generally available to other Executives of the Company with comparable responsibilities, subject to the provisions of those programs, including but not limited to incentives, bonuses, family health, family dental, at home and mobile Internet access, cell phone, 401K matching, disability, and other plans and programs (collectively “Benefits”) as may be offered by Company from time to time.

b.

Stock Option Entitlement.   Executive shall be entitled to stock options in Company as described in Exhibit “A.”  Said entitlement is based upon Executive’s continued employment, subject to the provisions of Sections 7 and 8 below, during the initial term of this Agreement.  All stock options granted to Executive pursuant to this Agreement shall be governed by the terms and conditions of the Company’s stock option plan and stock option agreement as approved by the Company’s Board of Directors.

c.

Incentive Bonus Compensation.   Executive shall be entitled to bonus compensation as described in Exhibit “A” based upon achievement of milestones as noted as well as any other Company incentive bonus compensation plans as Company may adopt from time to time.

d.

Vacation.   Executive shall be entitled to vacation time, as defined in Exhibit “A” attached hereto and incorporated by reference herein, during each year of the term of the Agreement.  Executive shall take vacations in accordance with the Company’s policies as they may change from time to time.

6.

Deductions.   Company shall deduct and withhold from all compensation payable to Executive all amounts required to be deducted or withheld pursuant to any present or future federal, state, or local law, ordinance, regulation, order, writ, judgment, or decree requiring such deduction or withholding.

7.

Termination.   This Agreement and Executive’s employment by Company may be terminated prior to the end of the initial term (or any renewal period) upon thirty (30) days’ prior written notice from Executive to the Company, with the termination date effective upon the lapse of thirty days from the receipt of notice of intent to terminate (the “Effective Termination Date”).  Executive’s employment may be terminated by Company prior to the End Date of the initial Term or any renewal Term, i) upon any change of control as described in Subsection (a) below; ii) upon Executive’s Constructive Termination as described in Subsection (b) below; (iii) in the event of Executive’s death or disability as described in Subsection (c) below; or iv) for cause, as defined in Subsection (d) below.

a.

Change of Control.   All stock option grants and contingent stock option grants, as described in Exhibit “A” Bonuses, shall automatically vest upon a Change of Control. The term "Change of Control" shall mean the sale or disposition by the Company to an unrelated third party of 50% or more of its business or assets, or the sale of the capital stock of the Company in connection with the sale or transfer of a controlling interest in the Company to an unrelated third party, or the merger or consolidation of the Company with another corporation as part of a sale or transfer of a controlling interest in the Company to an unrelated third party however Change of Control shall not include the Company’s ongoing fundraising efforts and potential changes in the capitalization structure.  Equity grants shall completely vest upon the completion of Change of Control described in this section.  In the event of a termination upon a Change of Control, Executive will receive Post Termination Benefits, as defined in Exhibit “A”.

b.

Constructive Termination. The term "Constructive Termination" shall mean (i) a change in the position, authority, duties, responsibilities (including reporting responsibilities) or status with the Company of the Executive that is inconsistent in any material and adverse respect with the Executive's position, authority, duties, responsibilities or status with the Company as provided in this Agreement, (ii) an adverse change in the Executive's title, (iii) any reduction in salary not agreed to by the Executive, unless such reduction is concurrent with and part of a Company-wide reduction in salary for all employees, (iv) any breach by the Company of any other material obligation of the Company under this Agreement, (v) any requirement by the Company to relocate Executive to an office outside of Los Angeles County, California or outside a thirty (30) miles radius from Executive's residence as of the Effective Date, (vi) any purported termination by the Company of the Executive's employment other than as permitted by this Agreement, or (vii) the failure of Executive to be elected or reelected to the Board of Directors during the Term.

c.

Disability.   Company may terminate Executive's employment if Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, to perform the essential functions of the position, even with reasonable accommodation, for six months in any 12-month period.  If Executive's employment is terminated under this section 7(c), Executive shall receive payment for all accrued salary, earned and pro rata bonus compensation, vacation time, and benefits under Company benefit plans through the Termination Date, which for purposes of this section shall be a date specified by the Board.  After the Termination Date, Company shall not pay to Executive any other compensation or payment of any kind, or severance, or payment in lieu of notice. However, all health and dental benefits provided shall be extended, at Executive’s election and cost, to the extent permitted by Company’s policies and benefit plans, for six months after Executive’s Termination Date, except as required by law (e.g. COBRA health insurance continuation election).  Except as set forth in the preceding sentence, all benefits provided by Company to Executive under this Agreement or otherwise shall cease on the Termination Date.

d.

Cause.   The term “cause” in the event of termination of the Executive employment means: i) the commission of any act of fraud, embezzlement or dishonesty by the Executive that is materially and demonstrably injurious to the Company; ii) any act or omission by Executive which constitutes a material default or breach of the terms in this Agreement, including, but not limited to Sections 9 and 11; or iii) any other intentional misconduct by the Executive that has a material adverse affect on the business or affairs of the Company or its affiliates.  In the event the Company desires to terminate Executive for “cause” as defined herein, Company shall give Executive written notice of the circumstances constituting the termination for “cause” per Section 13, below.  After receipt of such notice, Executive shall have fifteen (15) days to cure the circumstances constituting “cause” to the satisfaction of the Company’s Board of Directors.  The determination as to whether or not such circumstances have been sufficiently cured by Executive shall be determined by a majority of the Board of Directors, in their sole and absolute discretion.

8.

Consequences of Termination.   In the event of termination as described in Section 7, Company shall be obligated to make payments and provide benefits accrued to the Executive within three (3) business days of the Effective Termination Date.

a.

Termination by Company.

i.

For Cause.   Upon effective termination for cause, Executive is entitled to accrued salary, earned and pro rata bonus compensation, vested stock options and vested benefits.  No severance or Post Termination Benefits will be paid.

ii.

Without Cause. Where Company terminates Executive at its sole discretion but without cause, Executive is entitled to accrued salary, earned and pro rata bonus compensation, full vesting of all stock options granted or conditionally granted,  and the Post Termination Benefits as identified in Exhibit “A” herein.