EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into between Dana Waldman (“Executive”), an individual, and Zeros & Ones, Inc. (“Zeros & Ones”), a Nevada corporation, effective January 1, 2007 (“Effective Date”).  Zeros & Ones and Executive wish to memorialize the terms on which Executive is employed by Zeros & Ones, as described in this Agreement.

1.

Title and Duties.

1.1

Title . Executive shall be employed as the Chief Executive Officer of Zeros & Ones, and he shall be a member of Zeros & Ones’ Board of Directors.

1.2

Duties .  Subject to the direction and supervision of the Board of Directors and any committees created by the Board, Executive shall have the general powers and duties of supervision and management usually vested in the Chief Executive Officer of a corporation.

2.

Compensation

2.1

Salary .  Executive’s salary will be $300,000 per year, less applicable tax and other customary payroll withholdings and deductions. Executive’s salary will be payable every two weeks or twice per month, on such basis as Zeros & Ones’ other salaried personnel generally are paid.

2.2

Performance Bonus . Executive will be eligible to participate in a senior executive bonus plan, providing an opportunity for Executive to earn an additional 50% - 75% of his salary amount as a bonus, to be adopted by the Board and for which other senior executives are similarly eligible.

2.3

Benefits .  Subject to the satisfaction of any general eligibility criteria, Executive will be permitted to participate in such benefits as Zeros & Ones offers to other senior executive officers, subject to the terms of the applicable benefit plan.  Such benefits may include, for example, life, health, dental, accident, disability, or other insurance programs; pension, profit-sharing, 401(k), savings, or other retirement programs; but Zeros & Ones is not obligated by this Agreement to adopt or maintain any particular benefit programs.  Executive shall be entitled to four weeks of vacation per year, exclusive of Zeros & Ones holidays.

2.4

Expense Reimbursement . Zeros & Ones will pay directly or advance funds to or reimburse Executive for reasonable travel and other business expenses incurred by him in connection with the performance of services under this Agreement in accordance with Zeros & Ones’ general policies applicable to its other senior executives, as those policies may be

amended from time to time, upon presentation of expense statements or vouchers or such other supporting information as Zeros & Ones may reasonably request.  

2.5

Special Guaranteed Bonus . In addition to the bonus awarded pursuant to Section 2.2, subject to the conditions specified in this Section 2.5, Executive shall receive special guaranteed bonuses of $250,000 upon execution of this Agreement, $250,000 on the first anniversary of the execution of this Agreement, and $250,000 on the second anniversary of the execution of this Agreement.  The bonuses described in the preceding sentence shall not be payable until both (a) Zeros & Ones has repaid the approximately $350,000 each owed by it to Mark M. Laisure and Scott Fairbairn on the Effective Date, and (b) Zeros & Ones has raised not less than $2,000,000.00 in equity financing after the Effective Date.

2.6

Preferred Stock . Executive shall receive 1,000 shares of Zeros & Ones Series A Preferred Stock.

3.

Term and Termination of Employment

3.1

Term .  The initial term of Executive’s employment will be for two years from the Effective Date.  Unless Zeros & Ones gives written notice to Executive not less than one year prior to the expiration of the employment term, commencing on the date one year prior to such scheduled expiration, the duration of the employment term shall be extended an additional day for each day that passes, so that at any time, unless Zeros & Ones has given written notice of termination, there will be not less than one year remaining in the employment term.

3.2

Early Termination Without Cause .  Notwithstanding Section 3.1, Zeros & Ones may terminate employment under this Agreement at any time, without Cause, provided that it continues nonetheless to compensate Executive for a period of one year following such termination, with salary and benefits under Sections 2.1 and 2.3.  Executive shall also be entitled to reimbursement of otherwise allowable expenses incurred or committed prior to the date of termination.

3.3

Early Termination With Cause .  Notwithstanding Section 3.1 and Section 3.2, Zeros & Ones may terminate employment under this Agreement at any time, for Cause, in which case Executive shall be entitled to no additional cash compensation other than salary and vacation pay accrued through the date of termination, and reimbursement of otherwise allowable expenses incurred or committed prior to the date of termination.

_________________________________________________

Dana Waldman – ZROS Employment Agreement

Page 2 of 8

3.4

Death .  The term of employment created by this Agreement shall automatically terminate upon the death of Executive. Upon termination due to death, Zeros & Ones shall pay to Executive’s devisee, legatee, or if there is no such designee, to his estate, the salary, vacation pay and expense reimbursement accrued prior to death and the base pay and (to the extent eligible)  benefits under Sections 2.1 and 2.3 that would have been payable for a period of one year following death.  The devisee, legatee, or estate shall also be entitled to reimbursement of otherwise allowable expenses incurred or committed prior to the date of death.

3.5

Resignation Without Good Reason .  Executive may resign at any time, but will use reasonable efforts to give not less than 30 days prior notice of such resignation to Zeros & Ones.  Upon resignation, Executive shall be entitled to no cash compensation other than salary and vacation pay accrued through the effective date of resignation, and reimbursement of otherwise allowable expenses incurred prior to the effective date of the resignation, or committed prior to the date that such resignation is tendered.

3.6

Resignation With Good Reason .  Executive may resign with Good Reason, in which case Zeros & Ones shall continue to compensate Executive for a period of one year following such resignation, with salary and benefits under Sections 2.1 and 2.3.  Executive shall also be entitled to reimbursemen