EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (“Agreement”), is made effective as of August 24, 2009 (the “Effective Date”), by and between Who’s Your Daddy Inc., a corporation organized under the laws of the State of Nevada (“Employer”), and Michael R. Dunn (“Executive”).  This Agreement replaces all previous employment agreements or arrangements between Employer and Executive including the employment agreement drafted with an effective date of May 28, 2008.

WHEREAS, Executive has worked with Employer as its Chief Executive Officer since May 28, 200; and

WHEREAS, Employer desires assurance of the continued association and services of the Executive’s experience, skills, abilities, background and knowledge, and is willing to engage the Executive’s services on the terms and conditions set forth in this Agreement; and

WHEREAS, Executive desires to be in the employ of Employer, and is willing to accept such employment on the terms and conditions set forth in this Agreement.

Therefore Employer and Executive hereby agree as follows:

1.               EMPLOYMENT .

1.1            General. Employer hereby employs Executive in the capacities of Chief Executive Officer and, subject to the Board’s election, Chairman of the Board of Directors, commencing as of the Effective Date.  Executive hereby agrees to be employed on the terms and subject to the conditions herein contained.

1.2            Duties. During Executive’s employment with Employer as Chief Executive Officer, Executive shall report directly to the Board of Directors and shall be responsible for performing those duties consistent with the positions of Chairman of the Board of Directors and Chief Executive Officer as may from time to time be reasonably assigned to, or requested of, Executive by the Board.  Executive shall use his best efforts to perform faithfully and effectively such responsibilities. Executive shall conduct all of his activities in a manner so as to maintain and promote the business and reputation of Employer.

1.3            Full-Time Position. Executive, during his employment with Employer, shall devote substantially all of his professional time, attention and skills to the business and affairs of Employer and perform services for Employer no less than forty (40) hours per week during Employer’s business hours.  Notwithstanding the foregoing, Executive may also serve as director, finder or consultant to other companies that are not directly competitive with Employer and to the extent such activities do not interfere with Executive’s performance of services for Employer; provided that Executive shall first advise the Board in writing of all such positions and the compensation of any nature that Executive shall be entitled to in connection with such other engagements.

1.4            Location of Employment. In the event that Employer shall change the location of Executive’s principal place of employment from its current location at 26381 Crown Valley Parkway, Mission Viejo, California, 92691 to a location that results in a commute of ten (10) or more additional miles to Executive’s current commute, and Executive does not terminate his employment pursuant to section 3.1.5 hereof, but instead relocates to be closer to the Employer’s new office location, then Executive shall be entitled to be reimbursed for reasonable documented relocation expenses, including moving costs, temporary housing (acceptable to Employer) for up to thirty (30) days, commuting expenses and other relocation costs.

1.5            Term. The term of this Agreement shall commence on the Effective Date.  The initial term of this Agreement (the “Initial Term”) shall continue from the Effective Date through August 31, 2011 (approximately two years from the date hereof), unless sooner terminated as provided in Section 3.1.  Thereafter, this Agreement shall automatically renew for successive one year terms unless either party shall have given written notice to the other party not less than 90 days prior to the expiration of the Initial Term or any successive term of its intent not to renew this Agreement (the Initial Term, together with any subsequent employment period or periods, being referred to herein as the “Term”).

2.             COMPENSATION AND BENEFITS.

2.1            Salary . Employer shall pay to Executive, and Executive shall accept, as full compensation for any and all services rendered and to be rendered by him to Employer in all capacities during the term of his employment under this Agreement, (a) a base salary at an annual rate of $189,000 (“Base Salary”), payable in accordance with the regular payroll practices of Employer, and (b) the additional benefits hereinafter set forth in this Section 2. On January 1 st of each year, the Base Salary shall be increased automatically by five percent (5%) with the resulting adjusted salary becoming the new Base Salary.

2.2            Bonus Compensation . Executive shall be paid a bonus of $110,000 of which $60,000 shall be due contingent upon Employer receiving at least $900,000 of financing on commercially reasonable terms acceptable to the Board of Directors between May 28, 2008 and November 1, 2009, and $50,000 shall be contingent upon Employer receiving at least $750,000 of additional financing, over and above $900,000, on commercially reasonable terms acceptable to the Board on or before January 1, 2010; provided, however, that Executive must be an employee of Employer in good standing and the Chief Executive Officer of Employer on such dates to be eligible to receive any bonus compensation.  In addition to the Base Salary, Executive shall be eligible for bonus compensation for each year that this Agreement is in effect as may be determined in the sole discretion of the Compensation Committee of the Board of Directors from time to time.

2.3            Stock Options. At the sole discretion of the Board, Executive may be granted an option to purchase additional shares of Employer’s common stock. Employer agrees that immediately after it becomes qualified to register its securities on a Form S-8 under the Securities Act of 1933 (the “Act”) it shall register the underlying option shares granted to the Executive, if any.

2.4            Stock Award .  As further consideration for Executive entering into and performing his obligations under this Agreement and the provisions of Section 2.6 hereto, Employer hereby awards Executive a grant of Employer’s Common Stock in the amount of 14,000,000 shares (the “Stock Grant”). Up to 1,000,000 of such shares may immediately be sold, transferred, assigned, or encumbered by Executive and the remaining shares shall not shall not be sold, transferred, assigned, or encumbered by Executive during the six (6) months following the Effective Date and shall be “restricted stock” as that term is defined under the provision of the Securities Act of 1933 and the regulations thereto, and shall contain a legend in substantially the following form:

2.5            Executive Benefits.

2.5.1            Expenses.   Employer shall promptly reimburse Executive for expenses reasonably incurred and approved by Employer in connection with the performance of his duties (including business travel and entertainment expenses) during the Term, all in accordance with Employer’s policies, practices and procedures with respect thereto.  Executive shall also be paid a monthly expense allowance of $2,000 for home office use and miscellaneous business expenses. The expense allowance payments will be payable on the last day of each month for that month’s expenses.  For year-end tax reporting purposes, Employer will report the monthly expense allowance on Form 1099 or Form W-2 as appropriate in accordance with Employer’s accounting policies and Executive shall be responsible for all applicable employee taxes with respect to such payments.

2.5.2            Vacation.   Executive shall be entitled to three weeks of paid vacation per twelve-month period of employment (accruing evenly throughout each year and prorated for each partial year), with such vacation to be scheduled and taken in accordance with Employer’s standard vacation policy.

2.5.3            Automobile.   Employer recognizes that the Executive may be expected to have significant travel obligations in the performance of his duties under this Agreement.  Accordingly, Executive shall be paid a monthly car allowance of $750, which payments shall be reported on Form 1099 or Form W-2 in the same fashion as the expense allowance discussed in paragraph 2.5.1 above.

2.5.4            Cellular Telephone. Employer shall reimburse Executive for the use of a cellular telephone in an amount up to $250 per month.  Employer shall have the right to deduct from Executive’s cell phone reimbursement amounts for non-business telephone calls made to or from such telephone within 30 days after receipt of telephone bills.

2.5.5            Fringe Benefits . During the Term of this Agreement, Executive shall be entitled to participate in any and all fringe benefit plans and programs generally available to all other senior executives of Employer, subject to any restrictions specified in such plans, programs, and the policies of Employer then in effect.  Employer will pay all premiums under its group insurance plans (medical, dental, vision, etc.) for Executive and his dependents, including COBRA payments resulting from Executive’s coverage under a previous employer’s plans.

2.6            Payment in Stock.

2.6.1            Provision for Penalties.   Employer shall pay Executive’s Base Salary in a timely manner as required by this Agreement.  If a Base Salary payment, or any fraction thereof, is not paid within fifteen (15) days of the date it is due, Executive will have the option of leaving the amount as an unpaid but payable obligation of Employer or accepting payment in the form of shares of Employer’s common stock (the “Payment Shares”), subject to applicable securities laws.  The number of Payment Shares will be calculated at an amount equal to 150% of the amount of the unpaid obligation using the closing price of Employer’s common stock on the date the unpaid obligation was due to have been paid.  Executive’s acceptance of the Payment Shares will be deemed an acceptance in lieu of and a waiver of the right to the amount of Base Salary on which the Payment Share calculation was based.

3.             TERMINATION OF EMPLOYMENT

3.1            Events of Termination. Executive’s employment with Employer shall terminate upon the occurrence of any one or more of the following events:

3.1.1            Death. In the event of Executive’s death, Executive’s employment shall terminate on the date of death.

3.1.2            Disability . In the event of Executive’s Disability (as hereinafter defined), Employer shall have the option to terminate Executive’s employment by giving a notice of termination to Executive. The notice of termination shall specify the date of termination which date shall not be earlier than 30 days after the notice of termination is given.  For purposes of this Agreement, “Disability” shall mean a physical or mental impairment which substantially limits a major life activity of Executive and which renders Executive unable to perform the essential functions of his position, even with reasonable accommodation which does not impose an undue hardship on Employer, which condition continues for more than 30 consecutive days or more than 45 days out of 365 consecutive days.  The Board shall have the right in good faith, to make the determination of Disability under this Agreement based upon its own judgment or information supplied by Executive and/or his medical personnel, as well as information from medical personnel (or others) selected by Employer or its insurers.

3.1.4            Termination by Employer Without Cause . Employer may, at its option, terminate Executive’s employment for any reason whatsoever (other than for the reasons set forth above in Sections 3.1.1 through 3.1.3) by giving written notice of termination to Executive, and Executive’s employment shall terminate on the later of (a) the date the notice of termination is given or (b) the date set forth in such notice of termination.

3.1.5            Termination by Executive for Material Breach by Employer. Executive may, at his option, terminate Executive’s employment upon Employer’s “Material Breach” of this Agreement by giving employer written notice of such breach (which notice shall identify the manner in which Employer has materially breached this Agreement) and, if such breach is not cured within 30 days of Employer’s receiving such written notice, Executive’s employment shall terminate at the end of such 30-day period. Employer’s “Material Breach” of this Agreement shall mean (a) the failure of Employer to pay the Base Salary in accordance with this Agreement, (b) the assignment to Executive without Executive’s consent of duties substantially inconsistent with his duties, as set forth in Section 1.2 hereof, (c) the relocation of Executive’s principal place of employment to a geographic location further than 30 miles from its existing location in Southern California, and (d) for any reason following a Change in Control after September 1, 2009 as defined below, in each case without cure by Employer within 30 days of Executive’s notice of such alleged Material Breach to the Board.

For all purposes under this Agreement, “Change in Control” shall mean:

(a)           Except as provided by subsection (b) hereof, the acquisition by any person, entity or “group” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934 , as amended (the “Exchange Act”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of Employer; or

(b)           Approval by the Board of a reorganization, merger or consolidation of the Company with any other person, entity or corporation, other than:

(i)           a merger or consolidation which would result in the voting securities of the Employer immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) more than 50% of the combined voting power of the securities entitled to vote generally in the election of directors of Employer or such other entity outstanding immediately after such merger or consolidation; or

(