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EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: DigitalPost Interactive, Inc You are currently viewing:
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DigitalPost Interactive, Inc

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Title: EMPLOYMENT AGREEMENT
Governing Law: California     Date: 2/1/2007

EMPLOYMENT AGREEMENT, Parties: digitalpost interactive  inc
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EXHIBIT 10.5
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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the "Agreement") dated as of January 30, 2007 (the
"Date of this Agreement"), is made by and between DigitalPost Interactive, Inc.,
a Nevada corporation (the "Employer"), and Steven Dong (the "Executive").

WHEREAS, the Employer wishes to employ the Executive on the terms set
forth below.

WHEREAS, Executive wishes to accept such employment.

Accordingly, the parties hereto agree as follows:

1. Term. The Employer hereby employs the Executive, and the Executive
hereby accepts such employment, for an initial term commencing as of the Date of
this Agreement and ending on the second anniversary of such date, unless sooner
terminated in accordance with the provisions of Section 4 or Section 5; with
such employment to continue thereafter for successive one-year periods in
accordance with the terms of this Agreement on each anniversary of the Date of
this Agreement (subject to termination as aforesaid) unless either party
notifies the other party in writing not less than thirty (30) days before
expiration of the initial term and each annual renewal thereof (the period
during which the Executive is employed hereunder being hereinafter referred to
as the "Term") of an intent not to renew this Agreement. To the extent Employer
does not obtain a minimum of $2,000,000 in financing with in the 90 days
following the Date of this Agreement ("Floor Amount") then, this Agreement shall
terminate on such 90th day, and become null and void, except for: (i) Section
3.3; (ii) Section 3.6; (iii) Section 3.7; and: (iv) Section 3.11 all of which
shall remain valid pursuant to the terms of this agreement and not be subject to
the limitation of the Floor Amount. If financing of at least $2,000,000 is
obtained within 90 days following the Date of this Agreement, then this entire
Agreement shall remain valid and in full force.

2. Duties. During the Term, the Executive shall be employed by the
Employer as its Chief Financial Officer ("CFO"), and as such, the Executive
shall faithfully perform for the Employer the duties and have the powers
customary for such position, including general financial oversight of the
Employer's operations and preservation of the Company's assets. During the Term,
the
Executive shall be required to report to the CEO of the Employer. The Executive
shall devote substantially all of his business time and effort to the
performance of his duties hereunder, and shall work primarily at the Employer's
main business offices.

3. Compensation.


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3.1 Salary. The Employer shall pay the Executive during the Term a
salary at the rate of One Hundred Seventy Five Thousand Dollars ($175,000) per
annum (the "Annual Salary"), in accordance with the customary payroll practices
of the Employer applicable to senior executives, provided the payments are no
less frequent than monthly (or, if there is no such policy, payments shall be
semi-monthly). The Annual Salary shall be annually reviewed by the Employer for
possible increases. The Annual Salary shall be subject to possible further
increase from time to time in the discretion of the CEO or such committee of the
Board as they shall designate for such purpose from time to time. Any increased
Annual Salary shall thereupon be the "Annual Salary" for the purposes hereof.
The Executive's Annual Salary shall not be decreased without his prior written
consent at any time during the Term.

3.2 Incentive Compensation. During the Employment Term, the
Executive shall be eligible to receive, in addition to his Annual Salary, an
annual bonus (the "Bonus") of up to 30% of the Annual Salary. The amount of such
Bonus and any performance standards or goals required to be attained in order to
receive such Bonus shall be set by the CEO or such committee of the Board as
they shall designate for such purpose from time to time based on, but not
limited to, any of the following criteria: (i)amount of capital raised for the
Employer; (ii) positioning of the Employer for a secondary public offering of
the Employer's common stock; (iii) valuation attained for the Employer, as
measured by arm's length investment transactions or market capitalization; (iv)
periodic revenues as measured by total transaction dollars; and (v) entering
into key strategic relationships. The Bonus shall be declared on or before the
thirtieth day following each quarterly period, and paid not later than the last
business day of the quarter following the quarter for which the Bonus is being
paid. Paid bonus as defined in this section 3.2 only is subject to final
approval of the board of directors.

3.3 Stock Options. The Executive was granted options (the "Options")
to purchase Five Hundred Thousand (500,000) shares [pre-merger basis] of the
common stock of the Employer pursuant to previous stock option agreements with
Executive, dated March 15, 2006 (400,000 options) and November 13, 2006
(100,000) which, at the option of the Executive as of their date of grant, may
be intended to qualify as "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended. Such options shall
have an exercise price per share as stated in the stock option agreement, which
is equal to or exceeds the agreed fair market value of shares of Employer's
stock as of the date of the stock option agreement. Such Options shall vest
according to the stock option agreements. Pursuant to the stock option
agreements, as a result of the merger on or about January 29, 2007, 50% (or
250,000) of the option to purchase 500,000 (in aggregate) shares were fully
vested as of the date of this agreement. As such, further accelerated vesting
discussed below will be calculated on the remaining 250,000 unvested option
shares. The vesting period shall be subject to possible acceleration in the
discretion of the CEO or such committee of the Board as they shall designate for
such purpose from time to time. Such options shall become fully vested
immediately upon (i) a Change of Control, defined below, of the Employer, or
(ii) a termination of the executive by Employer without Cause (defined in
Section 5.1(a) below, or a termination due to resignation by Executive for Good
Reason (defined in Section 5.2(a) below), if the same occurs within 120 days
prior to the execution and delivery of an acquisition, merger, consolidation or
other agreement which results in a Change of Control. For purposes of this
Agreement "Change of Control" shall be deemed to have occurred if, as a result
of a tender offer, other acquisition, merger, consolidation or sale or transfer



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of assets, any person(s) (as used in Sections 13(d) or 14(d) of the Securities
Exchange Act of 1934 ("SEA")) becomes the beneficial owner (as defined in Rule
13(d)-3 of the SEA) of a total of fifty percent (50%) or more of either the
outstanding shares of Employer's stock or Employer's assets; provided, however,
that a change of control shall not be deemed to have occurred if a person who
beneficially owned 50% or more of the Employer's stock as of the effective date
of this Agreement continued to do so during the term of this Agreement. The
terms of this Section 3.3 shall be included in the applicable stock option
agreement between Employer and Executive relating to the issuance of the
Options.

3.4 Benefits. Except otherwise provided herein, the Executive shall
be entitled to participate in any group life, medical or disability insurance
plans, health programs, retirement plans, fringe benefit programs and similar
benefits that may be available to other senior executives of the Employer
generally, on the same terms as such other executives, to the extent that the
Executive is eligible under the terms of such plans or programs as they may be
in effect from time to time. Employer will provide coverage for the Executive
under the Employer's health benefits plan and will pay 100% of the cost of
spouse or dependent coverage. Coverage under the health benefits plan will be in
effect commencing with the first month following ninety (90) days of employment.
Executive shall receive credit for the 10 months of service as consultant to
Employer.

3.5 Expenses. The Employer shall pay or reimburse the Executive for
all ordinary and reasonable out-of-pocket expenses actually incurred (and, in
the case of reimbursement, paid) by the Executive during the Term in the
performance of the Executive's services under this Agreement, provided that the
Executive submits proof of such expenses, with the properly completed forms as
prescribed from time to time by the Employer, no later than 30 days after the
end of the monthly period in which such expenses have been so incurred. In
addition, the Employer will pay the Executive's reasonable basic relocation
expenses, if any, which shall consist of airfare, moving company expenses and
hotel stays during the transition period, such expenses to be approved in
advance, in writing, by the Company.

3.6 Successful Merger Bonus. The Executive shall be paid thirty
thousand dollars ($30,000) as incentive to sign this Agreement, hold the office
designated herein and successful completion of merger of The Family Post, Inc.
and a subsidiary of the Company on or about January 30, 2007. The obligations
under this Section 3.6 are not cancellable for any reason except for the pro
rata terms of Section 3.11 herein.

3.7 Other Incentive Compensation. Just prior to this agreement,
Executive held the role of consulting CFO of Employer pursuant to an agreement
between Irvine CPA Group, PC ("ICPA") on one hand and Employer on the other,
dated March 15, 2006. Executive is owner of ICPA. Employer agrees to allow
Executive flexibility to wind down ICPA business and transition from ICPA to
Employer such that Executive may need to attend meetings during normal business
hours outside of Employers office for business of ICPA during the first ninety
days of this agreement. To the extent Executive does not work a 160 hours per

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month during the transition period, Executives pay shall be pro-rated based upon
the monthly salary rate times the ratio of the actual monthly time worked
divided by the standard 160 hour month. For example, if Executive works only 120
hours during one monthly period, then, Executives pay shall be the normal
monthly rate of $14,583.33 times the ratio of 75% (120 hours / 160 hours) which
equals $10,937.50. Furthermore, as incentive for Executive to transition from
ICPA to Employer, Employer agrees to pay additional following amounts as
additional incentive compensation:


- Employer shall pay Executive Twenty Thousand dollars ($20,000) due on March
31, 2007.

- Employer shall pay Executive Twenty Thousand dollars ($20,000) due on May 15,
2007.

- Employer shall pay Executive Fifteen Thousand dollars ($15,000) due on August
15, 2007.

- Employer shall pay Executive Fifteen Thousand dollars ($15,000) due on
November 15, 2007.

The obligations under this Section 3.7 are not cancelable due to termination of
this Agreement for any reason except for the pro-rata terms under section 311.

3.8 Executive is a currently licensed Certified Public Accountant
(CPA) in good standing with the California State Board of Accountancy and
American Institute of CPAs. Employer shall also indirectly benefit from
Executive having such CPA designation, as such, Employer agrees to reimburse
Executive for all costs of keeping current Executives CPA license. Such
reimbursed costs shall not exceed $2,500 and be used for licensing fees,
professional memberships and continuing professional education (CPE) courses or
seminars, which Employer shall allow Executive to attend such CPE courses or
seminars from time to time during the term of this Agreement.

3.9 Paid Time Off. Executive is eligible for paid vacations,
personal holidays, and sick leave. The Employee handbook describes Employers
current policies regarding these benefits. As a member of Employers executive
management team, Executive will be eligible to accrue up to four (4) weeks
annual paid vacation in addition to those paid holidays recognized in Employers
policies.

3.10 Unpaid Time Off. As additional benefit to Executive, in
addition to the paid time off in Section 3.10, Employer shall allow Executive up
to two (2) additional weeks of unpaid vacation annually. It is Executives sole
discretion to take or not take unpaid time off. Scheduling of such unpaid time
off shall be approved by the CEO.

3.11 To the extent there is not any financing obtained in 2007, the
above additional compensation defined in Section 3.6, and Section 3.7, the sum
of which is equal to an aggregate of $100,000 additional compensation
("Financing Compensation") is cancelable by Employer except for the following
condition: to the extent financing obtained is less than $4,000,000, the
Financing Compensation of $100,000 shall be reduced by a number that is equal to
$100,000 multiplied by the "Lessor Financing Ratio" which is the amount raised
in the financing divided by $4,000,000 . For example, if only $3,000,000 is
raised, then the Lesser Financing Ratio is 75% ($3,000,000/$4,000,000),
therefore the $100,000 Financing Compensation will be reduced to $75,000 (75%
multiplied by $100,000). To the extent financing is obtained in an amount
greater than $4,000,000, then all compensation due under Section 3.6, is due and
payable to Executive . Any payment of the Financing Compensation to Executive
shall be immediately paid in a single full amount upon closing of any financing.


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4. Termination upon Death or Disability. If the Executive dies during the
Term, the Term shall terminate as of the date of death, and the obligations of
the Employer to or with respect to the Executive shall terminate in their
entirety upon such date except as otherwise provided under this Section 4. If
the Executive becomes disabled for purposes of the long-term disability plan of
the Employer for which the Executive is eligible, or, in the event that there is
no such plan, if the Executive by virtue of ill health or other disability is
unable to perform substantially and continuously the duties assigned to him for
more than 180 consecutive or non-consecutive days out of any consecutive
12-month period, then the Employer shall have the right, to the extent permitted
by law, to terminate the employment of the Executive upon notice in writing to
the Executive. Upon termination of employment due to death or disability, (i)
the Executive (or the Executive's estate or beneficiaries in the case of the
death of the Executive) shall be entitled to receive any Annual Salary and other
benefits earned and accrued under this Agreement prior to the date of
termination (and reimbursement under this Agreement for expenses incurred prior
to the date of termination), including, but not limited to a pro-rata Bonus for
the year of termination (which in no event shall be less than a similar pro-rata
portion of the Executive's bonus for the preceding year) to be paid at such time
as Bonuses are ordinarily paid; (ii) in the case of termination due to
disability, the Executive shall be entitled to receive his Annual Salary for the
lesser of six (6) months following such termination, or the period until long
term disability insurance benefits commence under disability coverage furnished
by the Employer to the Executive; and (iii) the Executive (or, in the case of
his death, his estate and beneficiaries) shall have no further rights to any
other compensation or benefits hereunder on or after the termination of
employment, or any other rights hereunder, except as otherwise provided in the
plans and policies of the Employer.

5. Certain Terminations of Employment.

5.1 Termination for Cause; Termination of Employment by the
Executive without Good Reason.

(a) For purposes of this Agreement, "Cause" shall mean the
Executive's:

(i) conviction of (or pleading nolo contendere to) a felony
involving the crime of theft or a related or similar act of unlawful
taking, or a felony involving the federal or California securities or
pension laws, or any felony , which results in material economic harm to
the Employer;


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(ii) engagement in the performance of his duties hereunder or
otherwise to the material and demonstrable detriment of the Employer, in
willful misconduct, willful or gross neglect, fraud, misappropriation or
embezzlement;

(iii) After notice from the Board of Directors, and, if
requested by Executive, the opportunity to be heard by the Board of
Directors, the failure to adhere to the lawful and reasonable directions
of the Board that are consistent with the terms of this Agreement, or the
failure to devote substantially all of the business time and effort to the
Employer (except for any activities expressly authorized by the Employer);

(iv) material breach of any of the provisions of Section 6,
other than inadvertent breaches; or

(v) breach in any material respect of the terms and provisions
of this Agreement and failure to cure such breach within thirty (30) days
following written notice from the Employer specifying such breach;
provided however, if Executive delivers written notice to Employer during
the 30 day cure period requesting to be heard at a meeting of the Board of
Directors, his termination under this Section 5.2(a)(v) shall not be
effective until such Board of Directors meeting at which Executive had an
opportunity to be heard.

provided that Cause shall not exist except on written notice given to the
Executive at any time not more than 60 days following the occurrence of any of
the events described above (or, if later, the Employer's knowledge thereof),
which events in any case must have occurred after the effective date of this
Agreement.

(b) The Employer may terminate the Executive's employment hereunder
for Cause, and the Executive may terminate his employment for any or no reason
on at least 30 days' and not more than 60 days' written notice given to the
Employer. If the Employer terminates the Executive for Cause, or the Executive
terminates his employment and the termination by the Executive is not covered by
Section 4 or 5.2, (i) the Executive shall receive Annual Salary and other
benefits earned and accrued under this Agreement prior to the termination of
employment (and reimbursement under this Agreement for expenses incurred prior
to the termination of employment); and (ii) the Executive shall have no further
rights to any other compensation or benefits hereunder on or after the
termination of employment, or any other rights hereunder, except as otherwise
provided in the plans and policies of the Employer.

5.2 Termination by the Employer without Cause; or by the Executive
for Good Reason.

(a) For purposes of this Agreement, "Good Reason" shall mean, unless
otherwise consented to in writing by the Executive;


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(i) a reduction in Annual Salary or in benefits of the
Executive, or the failure of the Employer timely to make any Annual Salary
payment due to the Executive, provided that such deferral or failure to pay
continues unremedied for more than thirty (30) days;

(ii) any action by the Employer that results in a material
diminution in the Executive's position, authority, duties or
responsibilities; provided that the appointment to the office of Chief
Financial Officer of another person approved by the Executive shall be
deemed not to be a material diminution in the Executive's position,
authority, duties or responsibilities;

(iii) a material breach of any provision of this Agreement by
the Employer or;

(iv) a failure of the Employer to have a successor entity
specifically assume this Agreement.

Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist
unless notice of termination on account thereof (specifying a termination date
no later than 30 days from the date of such notice) is given no later than 60
days after the time at which the event or condition purportedly giving rise to
Good Reason first occurs or arises (or when the Executive first becomes aware of
such circumstances); and (ii) if there exists (without regard to this clause
(ii)) an event or condition that constitutes Good Reason, the Employer shall
have 30 days from the date notice of such a termination is given to cure such
event or condition and, if the Employer does so fully cure such event or
condition, such event or condition shall not constitute Good Reason hereunder.

(b) The Employer may terminate the Executive's employment at any
time for any reason or no reason and the Executive may terminate the Executive's
employment with the Employer for Good Reason. A notice of non-renewal shall
constitute a termination of employment by the Employer without Cause.

(c) If the Employer terminates the Executive's employment and the
termination is not covered by Section 4 or 5.1, or the Executive terminates his
employment for Good Reason, the Executive shall receive:

(i) Annual Salary and other benefits earned and accrued under
this Agreement prior to the termination of employment (and reimbursement
under this Agreement for expenses incurred prior to the termination of
employment);

(ii) the greater of (A) the Annual Salary for the unexpired
Term of this Agreement, payable over such term or (B) one (1) times the
Annual Salary payable in accordance with standard payroll practices of the
Company;


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(iii) not applicabe;

(iv) reimbursement for COBRA payments equal to employee's
regular monthly contributions toward the Executive's health insurance
benefits for the twelve (12) month period following the termination date
if the Executive elects COBRA benefits, and;

(v) the right to exercise any or all vested stock options for
a period of twelve (12) months after the effective date of termination of
Executive's employment; provided however, (A) in the event the termination
occurs within 120 days of the execution of a Change of Control agreement
as provided in Section 3.3 above, vesting of all options shall be
accelerated as provided in Section 3.3 above, and (B) in the event the
termination occurs at a time not within such 120 day period, for purposes
of this provision, all unvested options that would have vested had this
Agreement remained in force through the end of the initial Term, shall be
fully vested immediately prior to the termination under this Section
5.2(c); The provisions of this subparagraph (v) shall be included in any
stock option agreement between the Employer and the Executive.

(vi) all incentive pay amounts as outlined in Section 3.6
through Section 3.10 above without any limitations or any conditions,
except for the limitations provided for in Section 2 and Section 3.11
above.

In order to be eligible to receive the benefits specified under sections
5.2(c)(ii) - (iv), the Executive must execute a general release of claims in a
form acceptable to the Employer, which shall not apply to the Employer's
obligations described above in this Section 5.2(c).

6. Invention, Non-Disclosure and Non-Competition.

6.1 Inventions and Patents.

(a) The Executive will promptly and fully disclose to the Employer
any and all


 
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