EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), entered into this 1st day of July, 2009, by and between BLINDSPOT ALERT, INC., a Nevada corporation (the “Employer”), and ROWLAND W. DAY II (“Employee”).

WHEREAS, the Employer desires to employ, and Employee desires to work for Employer;

WHEREAS, the Employer desires to provide fair and reasonable benefits to Employee on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Employer desires reasonable protection of their confidential business and customer information which they will develop over the years at substantial expense and assurance that Employee will not compete with the Employer for a reasonable period of time after termination of his employment with the Employer, except as otherwise provided herein.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and undertakings herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, each intending to be legally bound, covenant and agree as follows:

1.            Employment .  Upon the terms and subject to the conditions set forth in this Agreement, the Employer employs Employee as the Employer’s Chief Executive Officer and Employee accepts such employment.

2.            Position .  Employee agrees to serve as the Employer’s Chief Executive Officer and to perform such duties as may reasonably be assigned to him by the Employer’s Board of Directors not inconsistent with the nature of Employee’s position and such duties which are of the character as those generally associated with such officer’s title.  Employer agrees that Employee may serve as an officer and as a director of other companies and ventures and devote such time as is necessary to fulfill those duties.  Nothing in this Agreement shall preclude Employee from working in his law firm.

3.            Term .  The term of this Agreement shall begin on the date Employer purchases the software assets of WQN, Inc. as more fully described in the Asset Purchase Agreement between the Employer and WQN, Inc. (the “Effective Date”) and shall end on December 31, 2010; provided, however, that such term shall be extended automatically for an additional calendar year, unless either party hereto gives sixty (60) days written notice to the other party not to extend prior to the end of the calendar year (such term, including any extension thereof shall herein be referred to as the “Term”).

4.            Salary .  Upon Employer achieving $1,000,000 in monthly sales from the multilevel marketing sales distribution channels, Employee shall receive an annual salary of Two Hundred Forty Thousand Dollars ($240,000.00) (“Base Compensation”) payable at regular intervals in accordance with the Employer’s normal payroll practices in effect from time to time.  Employee shall be entitled to receive a bonus as determined by Employer’s Board of Directors at their sole discretion.  Additionally, Employee will be eligible to participate in Employer’s stock option plan to the same extent as other executives, officers and employees of Employer, and to receive stock options thereunder in such amounts and at such times as the Board of Directors may determine in its discretion.

5.            Benefit Programs .  During the term of this Agreement, Employee shall be entitled to participate in or receive benefits (collectively, the “Benefits”) no less comparable to the other executive officers of the Employer, if such benefits are offered by the Employer.  The foregoing does not obligate the Employer to provide benefits of any type.

6.            General Policies .  All matters relating to the employment of Employee by the Employer not specifically addressed in this Agreement shall be subject to the general policies regarding employees of the Employer in effect from time to time.

7.            Termination .  Subject to the respective continuing obligations of the parties, Employee’s employment by the Employer may be terminated prior to the expiration of the Term of this Agreement as follows:

(a)          The Employer, by action of its Board of Directors and upon written notice to Employee, may terminate Employee’s employment with the Employer for cause.  For purposes of this subsection 7(a ), “cause” shall be defined as (i) Employee’s personal dishonesty of a material nature affecting Employee’s ability to perform his duties under this Agreement, (ii) Employee’s incompetence in the performance of his duties and obligations under this Agreement, (iii) Employee’s willful misconduct or gross negligence, (iv) Employee’s breach of fiduciary duty involving personal profit, (v) Employee’s intentional failure to perform stated duties, (vi) Employee’s conviction of any criminal offense which involves dishonesty or breach of trust or conviction of any felony, (vii) any requirement of a government agency or authority having jurisdiction over the Employer; or (viii) any material violation by Employee of any material provision or covenant of this Agreement not cured by Employee within thirty (30) days of Employee’s receipt of notice from the Employer of such material violation.

(b)          Employee, by written notice to the Employer, may terminate his employment with the Employer immediately for good reason.  For purposes of this subsection 7(b ), “good reason” shall be defined as any material violation by the Employer of any material provision or covenant of this Agreement.

(c)          Employee’s employment with Employer shall terminate in the event of Employee’s death or disability. For purposes hereof, “disability” shall mean the physical or mental inability of Employee to perform his obligations hereunder, provided that notice of any termination by the Employer because of Employee’s “disability” shall have been given to Employee prior to the full resumption by him of the performance of such duties.

(d)          Nothing contained in this Agreement shall impair, affect or change any requirements otherwise imposed upon the Employer or Employee by applicable statute, law, rule, regulation or other legal requirement, including, without limitation, Employee’s COBRA rights upon termination of employment.

8.            Termination Payments .  In the event of termination of Employee’s employment pursuant to Section 7 hereof, compensation shall continue to be paid to Employee as follows:

(a)          In the event of termination pursuant to subsection 7(a) , compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the benefit, retirement, and compensation plans and other perquisites as provided in Sections 5 and 6 hereof, for the lesser of (i) for a period of 3 months after the date set forth in the notice of termination, or (ii) for a period up to the remaining Term.  Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee’s participation in such plans through such date shall be paid when due under those plans.

(b)          In the event of termination pursuant to subsection 7(b) , compensation provided for herein (including Base Compensation) at the rate in effect at the time of termination shall continue to be paid to Employee and Employee shall continue to participate in the benefit, retirement and compensation plans and other perquisites as provided in Sections 5 and 6 hereof, through the date of termination.  Throughout the period during which Employee’s compensation shall continue hereunder, the Employer shall continue to contribute the employer portion toward the cost of such benefits and other perquisites in a manner consistent with the applicable terms of the governing plan documents and if applicable, insurance contracts, and otherwise in accordance with the procedures and policies in place prior to such termination through the date such payments, benefit coverages and perquisites are to be continued hereunder.  Payment of compensation during this period, including Base Compensation, shall be made pursuant to the applicable payroll practices then utilized by the Employer, and shall terminate on the first payroll payment date occurring after the date of termination of Employee’s employment.

(c)          In the event of termination pursuant to subsection 7(c ), compensation provided for herein (including Base Compensation) shall continue to be paid and Employee shall continue to participate in the benefit, retirement, and compensation plans and other perquisites as provided in Sections 5 and 6 hereof in a manner consistent with the applicable terms of the governing plan documents, (i) in the event of Employee’s death, through the date of death, or (ii) in the event of Employee’s disability, through the date of proper notice of disability as required by subsection 7(c ).  Any benefits payable under insurance, health, retirement and bonus plans as a result of the Employer’s participation in such plans through such date shall be paid when due under those plans.

9.            Notice of Termination .  Any termination of Employee’s employment with Employer as contemplated by Section 7 hereof, except in the circumstances of Employee’s death, shall be communicated by written “Notice of Termination” by the terminating party to the other party hereto.  Any “Notice of Termination” pursuant to subsections 7(a), 7(b) or 7(c) shall indicate the specific provisions of this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination.

10.          Regulatory Oversight .  All obligations under this Agreement may be terminated except to the extent determined that the continuation of the Agreement is necessary for the continued operation of the Employer by order of any state or federal regulatory agency with supervision of the Employer, unless stayed by appropriate proceedings, and the Employer shall be under no obligation to perform any of its obligations hereunder if it is informed in writing by any state or federal regulatory agency with supervision of the Employer that performance of its obligations would constitute an unsafe or unsound business practice.

11.          Death .  Should Employee die after termination of his employment with the Employer while any amounts are payable to him hereunder, this Agreement shall inure to the benefit of and be enforceable by Employee’s executors, administrators, heirs, distributees, devisees and legatees and all amounts payable hereunder shall be paid in accordance with the terms of this Agreement to Employee’s devisee, legatee or other designee or, if there is no such designee, to his estate.

12.          Notices .  For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

or to such other address as either party hereto may have furnished to the other party in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

13.          Noncompetition .  Employee covenants that, commencing on Employee’s termination of employment and ending on the date that is two years after Employee ceases to be an employee or consultant to Employer or any of its subsidiaries (the “ Noncompetion Period ”), Employee shall not, nor shall Employee’s affiliates, in any state in which the Employer or any of its subsidiaries currently conducts or conducted its business (the “ Territory ”), engage, either directly or indirectly, as a principal or for such Employee’s own account or solely or jointly with others, or as a stockholder in any corporation or joint sock association, in any business that directly with the same telecom services or products, competes with the businesses of the Employer or any of its subsidiaries (“ Compete ”).  The foregoing shall not be breached as result of (i) such Employee ownership or other right to acquire by Employee (or any of its affiliates) of not more than an aggregate of one percent (1%) of any class of stock or other securities which are listed on a nationally or internationally recognized stock exchange or NASDAQ of a person engaged, directly or indirectly, in a business that competes with the businesses of the Employer or any of its subsidiaries.

14.            Nonsolicitation .  Employee covenants that, commencing on Employee’s Termination of Employment and ending on the date that is two years after Employee ceases to be an employee or consultant to the Employer, or any of its Subsidiaries, such Employee shall not, and shall cause its affiliates not to, directly or indirectly, (i) induce or attempt to induce any employee of the Employer or any of its subsidiaries, or in any way interfere with the relationship between the Employer or any of its subsidiaries and any employee thereof; (ii) hire any person who was an employee, independent contractor or consultant of the Employer or any of its subsidiaries within 180 days after such person ceased to be an employee, independent contractor or consultant of the Employer or any of its subsidiaries; (iii) induce or attempt to induce any referral source or other business relation of the Employer or any of its subsidiaries to cease doing business with the Employer, or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating to the business of the Employer or any of its subsidiaries and with which the Employer or any of its subsidiaries has entered into discussions or has requested and received information relating to the acquisition of such business by the Employer or any of its subsidiaries in the two-year period immediately preceding the date of termination of such Employee’s employment with Employer.

15.            Non-Disparagement .  Employee covenants that such Employee shall not, and shall cause its affiliates not to disparage or encourage or induce others to disparage the Employer or any of its subsidiaries or affiliates or any of its or their past and present employees, directors, products or services.  For the purpose of this Agreement, the term “disparage” includes, without limitation, comments or statements to the press, media or to any third party with the intent to harm the character or reputation of Employer, its affiliates, or any employee, consultant, agent, director, distributor, independent contractor or multilevel participant.

16.            Cooperation .  Upon the receipt of reasonable notice by Employee (including notice on behalf of the Employer by its outside counsel), Employee agrees that he will respond and provide information with regard to matters in which he has knowledge as a result of his ownership of and, or, and employment with Employer, and will provide reasonable assistance to Employer and its subsidiaries and affiliates and their respective representatives in defense of any claims that may be made against the Employer or any of its subsidiaries or affiliates.

17.            Governing Law .  The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of California, without reference to the choice of law principles or rules thereof, except to the extent that federal law shall be deemed to apply.

18.            Employee Confidentiality and Invention Assignment Agreement .  Employee shall execute the attached Employee Confidentiality and Invention Assignment Agreement which is incorporated into this Agreement as Exhibit A.

19.            Modification .  No provision of this agreement may be modified, waived or discharged unless such waiver, mo