AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”), is entered into as of July 15, 2009, by and between Maven Media Holdings, Inc., a Delaware corporation (the “ Company ”), Waste2Energy, Inc., a Delaware corporation (the “ Subsidiary ”), and Craig Brown (the “ Executive ”).

WHEREAS , the Subsidiary and Executive entered into the Employment Agreement, as of July 6, 2009 (the “ Original Agreement ”);

WHEREAS , the Subsidiary, and not the Company, was inadvertently included as a party to the Original Agreement;

WHEREAS , the Company desires to employ Executive, and Executive desires to be employed by the Company, upon the terms and conditions hereinafter set forth;

WHEREAS , the Company, Executive and Subsidiary wish to amend and restate the Original Agreement in its entirety, on the terms and conditions contained in this Agreement;

NOW, THEREFORE, in consideration of the covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby forever acknowledged, the parties, with the intent of being legally bound hereby, agree as follows:

1.   Term .  The term of this Agreement shall commence on the 13 ^th of July, 2009 (the “ Effective Date ”) and shall end on the date which is the first anniversary of the Effective Date unless the Executive’s employment is terminated earlier in accordance with this Agreement (the “ Initial Term ”); provided, however, that the term of this Agreement shall automatically be extended beyond the Initial Term for a one year  period, effective upon the  anniversary of the Effective Date (the “ Renewal Term ”) unless either party notifies the other by a date which is thirty (30) days prior to the expiration of the Initial Term that such party desires not to extend the Initial Term beyond the  anniversary of the Effective Date.  This Agreement shall continue for successive one year  Renewal Terms unless and until either party gives thirty (30) days notice to the other of its desire not to extend further the term of this Agreement beyond the end of the then-current Renewal Term, or this Agreement is otherwise terminated pursuant to Section 5 hereof.  The term of this Agreement, whether during the Initial Term or any Renewal Term, shall be referred to as the “ Term .”

2.   Position and Responsibilities.

2.1   Position .  Executive will be employed by the Company to render services to the Company in the position of Chief Financial Officer.  In that capacity, Executive shall be responsible for the Company’s long-term and short-term financial  strategy, which includes, but is not limited to overseeing the Company’s financial reporting to the Board of Directors, Executive team, operations, business activities, implementation of its budgets, and financing strategies.  The Executive shall also perform such other duties as may be consistent with Executive’s position.  The Executive shall report directly to the Chief Executive Officer of the Company.  Executive shall, in all material respects, abide by all material and written Company rules, policies, and practices as adopted or modified, from time to time, in the Company’s sole discretion; and Executive shall attempt to use his best efforts in the performance of his duties hereunder.

2.2   Other Activities . While employed by the Company, Executive shall devote  all of his time to the Company’s business utilizing his full, attention, and skill to perform his assigned duties, services, and responsibilities hereunder, and shall act at all times in the furtherance of the Company’s business and interests.  Executive shall not, during the term of this Agreement engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) which could reasonably be expected to materially interfere with Executive’s duties and responsibilities hereunder or create a conflict of interest with the Company.  The foregoing limitations shall not prohibit Executive from making and managing his personal and family investments in such form or manner as will neither require Executive’s services in the operation or affairs of the companies or enterprises in which such investments are made nor materially interfere with the performance of the Executive’s duties hereunder.  The Company acknowledges that Executive will from time-to-time serve on the boards of corporations, advisory committees, trade organizations, philanthropic organizations or other entities.  Accordingly, the foregoing limitations shall not prohibit Executive from serving on the boards of corporations, advisory committees, trade organizations, philanthropic organizations or other entities, provided that such service does not create a material conflict of interest with the Company.

2.3   No Conflict .  Executive represents and warrants that Executive’s execution of this Agreement, Executive’s employment with the Company, and the performance of Executive’s proposed duties under this Agreement shall not violate any obligations Executive may have to any other employer, person, or entity, including but not limited to any obligations with respect to not disclosing any proprietary or confidential information of any other person or entity.

3.   Compensation and Benefits.

3.1   Base Salary .  In consideration of the services to be rendered under this Agreement, the Company shall pay Executive an initial base salary of one hundred seventy five thousand dollars ($175,000.00) per annum. (“ Base Salary ”), exclusive of Business Expenses as defined in Article 3.5, and in accordance with the Company’s standard payroll and expense reimbursement policies.   Base Salary shall be paid from Company’s payroll account and subject to such withholding or deductions as may be mutually agreed between the Company and Executive and as required by law. Executive’s Base Salary will be reviewed, from time to time, and may be adjusted (upward, but not downward) at the discretion of the Board.  The first such review shall be at the first anniversary date of this agreement.

3.2  Salary and reimbursable out of pocket expenses shall be paid in arrears on the 1 ^st and 15 ^th of each month commencing on the effective date hereof.

3.3   Cashless Warrants.   In consideration of the services to be rendered under this Agreement, the Company hereby grants Executive “cashless” warrants to purchase 400,000 shares of the Company’s Common Stock at a price of $0.67 per share vested two years from the effective date of the registration statement on Form S-1, provided the Executive is still employed by the Company on such date.   Further, the vesting of these cashless warrants shall automatically vest in the event of a sale of the company or the company’s failure to raise an aggregate of four million ($4,000,000.00) dollars.

Such Warrants shall be more fully documented in the actual Warrant agreement.  The warrants set forth in this Section 3.3 shall expire on the fifth (5th) anniversary of the Effective Date.

3.4  Additional Incentives, Bonuses and Benefits

3.1. Executive understands that there are no additional incentive, bonus or benefits plans at the Effective Date.  To the extent that the Board and the stockholders of the Company approve any additional incentive or benefits plans (the “Plans”), the Executive shall be eligible to participate in such Plans.  Vacation.  During the Term, Executive shall be entitled to vacation each year in accordance with the Company’s policies in effect from time to time, but in no event less than three (3) weeks paid vacation per calendar year.  The Executive shall also be entitled to such periods of sick leave as is customarily provided by the Company for its senior executive Executives.

3.5   Business Expenses .  Throughout the term of Executive’s employment hereunder, the Company shall reimburse Executive for all reasonable and necessary travel, entertainment, promotional, and other business expenses that may be incurred by Executive in the course of performing Executive’s duties.  Authorized expenses shall be reimbursed by the Company in accordance with policies and practices adopted, from time to time, by the Company concerning expense reimbursement for Executives and shall be reimbursed upon timely presentation to the Company of an itemized expense statement with respect thereto, including substantiation of expenses incurred and such other documentation as may be required by the Company’s reimbursement policies from time to time and in accordance with US Internal Revenue Service guidelines.

3.6    Medical: Company will reimburse Executive for current coverage of his existing medical plan to a maximum of $1,200 per month until a new plan of medical coverage is secured and bound.

3.7    Temporary Living Expenses:   Company shall reimburse Executive a maximum amount of $1,000 per month to cover rent and utilities for a maximum period of one (1) year.

4.   Nondisclosure of Confidential and Proprietary Information :  At all times before and after the termination of Executive’s service (for any reason by the Company or by Executive), Executive agrees to keep all Confidential or Proprietary Information in strict confidence and secrecy, and not to disclose or use the Confidential or Proprietary Information in any way outside of Executive’s assigned responsibilities for the Company. “Confidential or Proprietary Information” means any non-public information or idea (whether or not a trade secret) relating to the business of the Company that is not generally known outside the Company or not generally known in the industry or by persons engaged in businesses similar to that of the Company (including information which may be available from sources outside the Company, but not in the form, arrangement, or compilation in which it exists within the Company) that the Company considers confidential, including, but not limited to: (i) customer lists and records of current, former, and prospective customers; (ii) special needs and characteristics of current, former, or prospective customers; (iii) present or future business plans; (iv) trade secrets, proprietary, or confidential information of any customer or other entity to which the Company owes an obligation not to disclose such information; (v) marketing, financing, business development, or strategic plans; (vi) sales methods, practices, and procedures; (vii) personnel information; (viii) research and development data and projections; (ix) information or data concerning the Company’s competitive position in its various lines of business; (x) existing, new, or envisioned products, programs, services, methods, techniques, processes, projects, or systems; and (xi) sales, pricing, billing, costs, and other financial data and projections.  All documents containing this information will be considered Confidential or Proprietary Information whether or not marked with any proprietary or confidential notice or legend.  Notwithstanding the foregoing, nothing herein shall prohibit the Executive from disclosing any information:  (1) in connection with performance of his duties hereunder as he deems in good faith to be necessary or desirable; or (2) if compelled pursuant to the order of a court or other governmental or legal body having jurisdiction over such matter.  In the event Executive is compelled by order of a court or other governmental or legal body to communicate or divulge any such information, knowledge or data, he shall promptly notify the Company.

5.   Termination; Rights and Obligations on Termination.  The Executive’s employment under this Agreement may be terminated in any one of the followings ways:

(a)   Death :  The death of Executive shall immediately and automatically terminate the Executive’s employment under this Agreement.  If Executive dies while employed by the Company, any unvested equity compensation granted to Executive under the Plan shall immediately vest and any vested warrants may be exercised on or before the earlier of (i) the warrant’s expiration date or (ii) twelve months after the Executive’s death.  Any warrant that remains unexercised after this period shall be forfeited.  Upon the Executive’s death, the Executive’s legal representative shall receive:  (1) any compensation earned but not yet paid, including and without limitation, any bonus if declared or earned but not yet paid for a completed fiscal year, any amount of Base Salary earned but unpaid, any accrued vacation pay payable pursuant to the Company’s policies, and any unreimbursed business expenses, which shall promptly be paid in a lump sum, and (2) any other amounts or benefits owing to Executive under any then applicable employee benefit plans, long term incentive plans or equity plans and programs of Company which shall be paid or treated in accordance with the terms of such plans and programs shall be collectively referred to as, the "Accrued Amounts").  which amounts shall be promptly paid in a lump sum  Other than the benefits described above, no further compensation or benefits shall be due or owing upon the Executive’s death.

(b)   Cause : The Company may terminate this Agreement immediately upon written notice to Executive for “Cause,” which shall mean: (i) the Executive’s willful, material, and irreparable breach of this Agreement; (ii) Executive’s willful misconduct in the performance of any of his material duties and responsibilities hereunder that has a material adverse effect on the Company; (iii) Executive’s intentional and continued non-performance (other than by reason of disability or incapacity) of any of the Executive’s material duties and responsibilities hereunder or of any reasonable, lawful instructions from the Board, which continues for ten (10) days after receipt by Executive of written notice from the Company; (iv) Executive’s material and willful dishonesty or fraud with regard to the Company (other than good faith expense account disputes) that has a material adverse effect on the Company (whether to the business or reputation of the Company; or (v) Executive’s conviction of a felony (other than as a result of vicarious liability or a traffic related offense).  For purposes of this paragraph, no act, or failure to act, on Executive’s part shall be considered “willful” unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Company.  In the event of the Executive’s termination of employment by the Company for Cause, the Executive shall receive only the Accrued Amounts.

Notwithstanding the foregoing, following the Executive’s receipt of written notice from the Company of any of the events described in subsections (i) through (iv) above, the Executive shall have ten (10) days in which to cure the alleged conduct (if curable).

(c)   Without Cause : At any time after Executive’s commencement of employment, the Company may, without Cause, terminate the Executive’s employment, effective thirty (30) days after written notice is provided to Executive.  In the event Executive is terminated by the Company without Cause, Executive shall receive from the Company within ten (10) days after such termination, in a lump sum payment, an amount equal to the sum of the Base Salary and bonus, if any, that would have been paid to Executive through the end of the then remaining Term if the Executive had not been terminated plus one year of base salary and continuation of medical benefits for nine months.  Additionally, if Executive is terminated by the Company without Cause, any unvested equity compensation granted to Executive under the Plan shall immediately vest and any vested warrants may be exercised on or before the earlier of:  (i) the warrant’s expiration date or (ii) twelve months after the Executive’s termination. Any warrant that remains unexercised after this period shall be forfeited.

(d)   Resignation for Good Reason: At any time after Executive’s commencement of employment, the Executive may resign for Good Reason (as defined below) effective thirty (30) days after written notice is provided to the Company.  Upon the Executive’s termination of employment for Good Reason, the Executive shall be entitled to all payments and benefits as if his employment was terminated by the Company without Cause as provided in subsection (c) above.  For purposes of this Agreement, Good Reason means: (i) any adverse change in the Executive’s position, title or reporting relationship or a material diminution of his then duties, responsibilities or authority or the assignment to Executive of duties or responsibilities that are inconsistent with the Executive’s then position; (ii) the failure by the Company to continue in effect any material compensation or benefit plan or arrangement in which Executive participates unless an equitable and substantially comparable arrangement (embodied in a substitute or alternative plan) has been made with respect to such plan or arrangement, or the failure by the Company to continue Executive’s participation therein (or in such substitute or alternative plan or arrangement) on a basis not less favorable, both in terms of the amount of benefits provided and the level of participation relative to other participants, as existed at the time of the Executive’s termination of employment; (iii) any material breach of this Agreement (or any other written agreement entered into between the Executive and the Company) by the Company; or (iv) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder.

(d)   Disability

(e)   : If as a result of incapacity due to physical or mental illness or injury, Executive shall have been absent from Executive’s duties hereunder for sixty (60) days  , then thirty (30) days after receiving written notice (which notice may occur before or after the end of such sixty (60) day period, but which shall not be effective earlier than the last day of such  period, the Company may terminate Executive’s employment hereunder provided Executive is unable