EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) dated December 4, 2006 by and between Phantom Entertainment, Inc., a Delaware corporation (the “Company”), and Terrance Taylor, an individual (the “Employee”).

The Company desires to employ the Employee, and the Employee wishes to accept such employment with the Company, upon the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing facts and mutual agreements set forth below, the parties, intending to be legally bound, agree as follows:

1.       Employment . The Company hereby agrees to employ Employee, and Employee hereby accepts such employment and agrees to perform Employee’s duties and responsibilities in accordance with the terms and conditions hereinafter set forth.

1.1       Duties and Responsibilities . Employee shall serve as Controller and Treasurer. During the Employment Term, Employee shall perform all duties and accept all responsibilities incident to such positions and other appropriate duties as may be assigned to Employee by the Company’s Chief Executive Officers and Board of Directors from time to time. The Company shall retain full direction and control of the manner, means and methods by which Employee performs the services for which he is employed hereunder and of the place or places at which such services shall be rendered.

1.2       Employment Term . The term of Employee’s employment under this Agreement shall commence as of December 6, 2006 (the “Effective Date”) and shall continue for 12 months, unless earlier terminated in accordance with Section 4 hereof. The term of Employee’s employment shall be automatically renewed for successive one (1) year periods until the Employee or the Company delivers to the other party a written notice of their intent not to renew the “Employment Term,” such written notice to be delivered at least sixty (60) days prior to the expiration of the then-effective “Employment Term” as that term is defined below. The period commencing as of the Effective Date and ending 12 months thereafter or such later date to which the term of Employee’s employment under the Agreement shall have been extended by mutual written Agreement is referred to herein as the “Employment Term.”

1.3       Extent of Service . During the Employment Term, Employee agrees to use Employee’s best efforts to carry out the duties and responsibilities under Section 1.1 hereof and to devote substantially all Employee’s business time, attention and energy thereto. Employee further agrees not to work either on a part-time or independent contracting basis for any other business or enterprise during the Employment Term without the prior written consent of the Company’s Board of Directors (the “Board”), which consent shall not be unreasonably withheld.

1.4       Base Salary . The Company shall pay Employee a base salary (the “Base Salary”) at the annual rate of $150,000 (U.S.), payable at such times as the Company customarily pays its other senior level Employees (but in any event no less often than monthly). The Base

Salary shall be subject to all state, federal, and local payroll tax withholding and any other withholdings required by law.

1.5       Incentive Compensation . Employee shall be eligible to earn a cash bonus of up to $37,500 (representing three (3) months Base Salary) at the sole discretion of the Board of Directors, to be based upon certain performance or operational-based milestones.

1.6       Signing Bonus . The Company agrees to issue to Employee an aggregate five million (5,000,000) shares of the Company’s common stock within five (5) business days from the date of execution of this Agreement as a signing bonus.

1.7       Other Benefits . During the Employment Term, Employee shall be entitled to participate in all employee benefit plans and programs made available to the Company’s senior level Employees as a group or to its employees generally, as such plans or programs may be in effect from time to time (the “Benefit Coverages”), including, without limitation, medical, dental, hospitalization, short-term and long-term disability and life insurance plans, accidental death and dismemberment protection and travel accident insurance. Employee shall be provided office space adequate for the performance of his duties.

1.8       Reimbursement of Expenses; Vacation; Sick Days and Personal Days . Employee shall be provided with reimbursement of expenses related to Employee’s employment by the Company on a basis no less favorable than that which may be authorized from time to time by the Board, in its sole discretion, for senior level Employees as a group. Employee shall be entitled to vacation and holidays in accordance with the Company’s normal personnel policies for senior level Employees, but not less than two (2) weeks of vacation per calendar year, provided Employee shall not utilize more than two (2) consecutive business days without the express consent of the Chief Executive Officer. Unused vacation time will be forfeited as of December 31 of each calendar year of the Employment Term. Employee shall be entitled to no more than an aggregate of twelve (12) sick days and personal days per calendar year.

1.9       No Other Compensation . Except as expressly provided in Sections 1.4 through 1.7, Employee shall not be entitled to any other compensation or benefits.

2.       Confidential Information . Employee recognizes and acknowledges that by reason of Employee’s employment by and service to the Company before, during and, if applicable, after the Employment Term, Employee will have access to certain confidential and proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,” product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information (collectively referred to as “Confidential Information”). Employee acknowledges that such Confidential Information is a valuable and unique asset of the Company and Employee covenants that he will not, unless expressly authorized in writing by the Company, at any time during the course of Employee’s employment use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Employee’s duties for the Company and in a manner consistent with the

Company’s policies regarding Confidential Information. Employee also covenants that at any time after the termination of such employment, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through n