EMPLOYMENT AGREEMENT

Exhibit 10(c)

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of October 1, 2004, by and between cXc Services, Inc. a Delaware corporation (the "Company"), and Richard Rundles ("Executive").

W I T N E S E T H:

WHEREAS, the Company desires to secure the services of Executive and to enter into an agreement embodying the terms of such employment (the "Agreement"); and

WHEREAS, Executive desires to accept such employment and enter into such Agreement;

WHEREAS, the Company is a “start-up” company and to date the Company has not generated any revenue or cash flows;

WHEREAS, the Company has not yet raised working capital or successfully introduced or gained market acceptance of the Company’s products and services in North America;

WHEREAS, the financial obligation of the Company to Executive for compensation, benefits, perquisites and expenses as described herein is conditioned solely upon the Company’s ability to successfully generate revenue, cash flows and working capital;

WHEREAS, the Company’s ability to successfully generate revenue, cash flows and working capital is subject to risks and uncertainties that may cause the Company’s results to differ materially from expectations.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company and Executive here-by agree as follows:

1.   Employment .

a.   Agreement to Employ . Upon the terms and subject to the conditions of this Agreement, the Company hereby employs Executive and Executive hereby accepts employment by the Company. Executive's duties shall be primarily performed at the Company's headquarters in Orange County, California.

b.   Term of Employment . Except as provided in Paragraph 7, the Company shall employ Executive for the period commencing on October 1, 2004 (the "Commencement Date") and ending on the second anniversary of the Commencement Date. The term of Executive's employment hereunder shall thereafter be automatically extended, upon the same terms and condi-tions, for succes-sive periods of one year each, unless either party, at least 180 days prior to the expiration of the original term or any extended term, shall give written notice to the other of its intention not to renew such employ-ment. The period during which Executive is employed pursuant to this Agreement shall be referred to as the "Employ-ment Period".

2.   Position and Duties .

During the Employment Period, Executive shall serve as Executive Vice President Real Estate Distribution Development, reporting directly to the Chief Operating Officer (“COO”), and in such other position or positions with the Company as the COO and the Executive shall agree upon from time to time. During the Employment Period, Executive shall be the Executive vice president real estate distribution development of the corporation and shall, subject to the control of the board of directors (“Board”) and the COO, have general supervision, direction and control of the development of distribution channels and sales of the Company’s products to the real estate industry and shall have the duties, responsibilities and obligations customarily assigned to individuals serving in the position or positions in which Executive serves hereunder. Executive shall devote substantially all of his time to the services required of him hereunder, except during those periods when the Company is unable to fulfill its financial obligations to the Executive as described herein, and provided that nothing contained herein shall preclude Executive from ( i ) serving on the board of directors of any business corpora-tion with the consent of the Board (which will not be unreasonably withheld), ( ii ) serving on the board of, or working for, any charitable or community organization or ( iii ) pursuing his personal financial and legal affairs, so long as such activities, individually or collectively, do not in the opinion of the Board materially interfere with the per-formance of Execu-tive's duties hereunder. Executive represents and warrants that his employ-ment hereunder and compliance by him with the terms and condi-tions of this Agreement does not conflict with or result in the breach of any agreement to which he is a party or by which he may be bound. The Company represents and warrants that this Agreement has been authorized by due corporate action and that the terms and conditions of this Agreement will not conflict with or result in the breach of any agreement to which it is a party or by which it may be bound.

3.   Compensation .

a.   Base Salary . During the Employment Period, the Company shall pay Executive a base salary at the annual rate of $150,000. The Board shall annually review Executive's base salary in light of the base salaries paid to other executive officers of the Company, the base salaries of officers with similar responsibilities of comparable corporations and the performance of Executive, and the Board may, in its sole and absolute discretion, increase such base salary by an amount it determines to be appropriate, but shall not decrease Executive’s base salary. Any such increase shall not reduce or limit any other obligation of the Company hereunder. Executive's annual base salary payable hereunder, as it may be increased from time to time, is referred to herein as "Base Salary". The Company shall pay Executive his Base Salary in accordance with the Company's normal payroll practices.

b.   Incentive Compensation . Beginning with calendar year 2004, for each calendar year ending during the Employment Period, Executive shall have the opportunity to receive an annual bonus (prorated for the partial year 2004 and any partial year in which Executive’s employment terminates, if otherwise payable pursuant to this agreement), with a target bonus opportunity of not less than 75% of such Base Salary. Such incentive payment shall be based upon Executive's attainment of performance objectives based primarily on the sale of product and services as well as such other criteria established by the Company’s Board for such calendar year and shall be subject to the terms and conditions of the Company's then current incentive compensation programs, practices and policies, as the same may be amended by the Board from time to time. Any bonus payable under this Paragraph 3(b) shall be paid to Execu-tive following the company’s calendar quarter on which the incentive payment will be based at the same time as similar payments are paid to other participating employees of the Company, but in no event later than 30 days after the close of the calendar quarter for which the bonus is payable.

4.   Stock Option Grants .

a. Grant . On the Commencement Date, Executive shall not be awarded any options to purchase shares of the Company’s common stock.

b. Future Grants . Executive shall be eligible to participate in any equity plan or program adopted by the Company, at a level commensurate with his position as determined by the Board and on terms no less favorable than those offered to any other executive officer of the Company.

c. Terms of the Option . Unless otherwise required by law, any stock options granted to Executive in the future, shall have a term of ten years from the date of grant and shall become exercisable in increments of 1/3 on each of the first three anniversaries of the date of their grant. If Executive's employment with the Company terminates due to his death or a Termination due to Disability or for Good Reason (as defined below) or if there shall occur a Change in Control (as defined below) during the Employment Period, any options shall vest and become exercisable under the terms of the option plan. Except as otherwise provided in this Section 4, Executive's rights and obligations in respect of options shall be determined pursuant to the terms of an option agreement to be executed by Executive and the Company.

5. Stock Ownership .

  Initial Stock Purchase . Concurrent with the execution of this agreement, the Company shall offer to sell and Executive shall purchase 2,000 shares of the Common Stock of the Company for a purchase price of $4,000.00, (the “Stock”). The terms under which the Executive shall purchase the Stock shall be described in a definitive Subscription Agreement, and shall not be subject to limitations on transferability and resale except as are required for compliance with federal and state securities laws.

a. Benefits . During the Employ-ment Period, Execu-tive shall be eligi-ble to participate in ( i ) each welfare benefit plan sponsored or maintained by the Company, includ-ing, without limitation, each group life, hospitalization, medical, dental, health, accident or disability insurance or similar plan or program of the Company, and ( ii ) each pen-sion, profit sharing, retirement, deferred compensa-tion or savings plan sponsored or maintained by the Company, includ-ing any supplemental executive retirement plan, in each case, whether now existing or established hereafter, to the extent that Executive is eligible to participate in any such plan under the generally applicable provisions thereof. The Company is not required by this Agreement to provide and maintain any such plans for the benefit of employees generally or Executive specifically, and if such plans are adopted, the Company may amend or terminate any such plan in its discretion. In addition to the benefits provided pursuant to the plans described herein, Executive shall be entitled to a Company paid annual medical examination of the type provided by executive health providers such as the UCI Executive Health Program, Scripps Institute or a comparable provider of Executive’s choice.

In addition, during any period where Executive will not be covered by a medical and dental plan maintained by the Company, or is not eligible to participate fully in any medical or dental plan maintained by the Company because of any required waiting period for eligibility or any exclusion with respect to any pre-existing conditions, the Company shall also advance to the Executive the cost of paying for independent medical and dental insurance or for any COBRA continuation coverage available to him under his prior employer's medical and health plans.

b. Perquisites . Executive shall receive those perquisites and other personal benefits made available to the Company's senior executives from time to time. Without limiting the generality of the foregoing, Executive shall be entitled to four weeks vacation each year.

c. Company Car . During the Employment Period, the Company shall not provide Executive with the use of an automobile or an automobile allowance, unless such perquisites are offered to other executives, in which event, Executive shall be entitled to a comparable benefit.

d Business Expenses . During the Employment Period, the Company shall pay or reim-burse Executive for all reasonable expenses in-curred or paid by Executive in the performance of Executive's duties hereunder, upon presentation of expense statements or vouchers and such other information as the Company may require and in accordance with the generally applicable policies and procedures of the Company.

e Indemnification . The Company agrees that if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he is or was a director, officer or employee of the Company, Executive shall be indemnified and held harmless by the Company to the fullest extent legally per-mitted or authorized by the Company's certificate of incor-poration or bylaws or resolutions of the Board or, if greater, by the laws of the State of Delaware, against all cost, expense, liability and loss (including, without limi-tation, all costs pertaining to the Executive’s defense, attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) as reasonably incurred or suffered by Executive in connection therewith. The Company agrees to purchase, continue and maintain a directors' and officers' liability insurance policy covering Executive. Executive shall be extended an Indemnification Agreement in the form attached as Exhibit 6 at the time this Employment Agreement is executed.

7.   Termination of Employment .

a.   Early Termination of the Employment Period . Notwithstanding Paragraph 1(b), the Employment Period shall end upon the earliest to occur of ( i ) a termination of Executive's employment on account of Executive's death, ( ii ) a Termination due to Disability, ( iii ) a Termination for Cause, ( iv ) a Termination Without Cause, ( v ) a Termination for Good Reason or ( vi ) a Voluntary Termination.

b.   Benefits Payable Upon Termination . Following the end of the Employment Period pursuant to Paragraph 7(a), Executive (or, in the event of his death, his surviving spouse, if any, or his estate) shall be paid the type or types of compensation determined to be payable in accordance with the following table at the times established pursuant to Paragraph 7(c):

c.   Timing of Payments . Earned Salary shall be paid in a single lump sum as soon as required by law, but in no event more than 10 days follow-ing the end of the Employment Period. Accrued Bonus shall be payable at the same time as annual bonuses are paid to other officers of the Company generally for the calendar year in which Executive's employment terminates. Vested benefits shall be payable in accordance with the terms of the plan, policy, practice, program, contract or agreement under which such benefits have accrued. The Severance Benefit shall be paid in a single lump sum payment not later than 30 days after the date of Executive's termination.

d.   Definitions . For purposes of Para-graphs 7 and 8, capitalized terms have the follow-ing meanings:

"Accrued Bonus" means a pro-rated amount equal to the product of ( i ) the annual incentive compensation Executive would have been entitled to receive under Paragraph 3(b) for the calendar year in which his active service for the Company terminates pursuant to Paragraph 7(a) had he remained employed for the entire year and assuming that the performance requirements to receive a bonus at (but not above) target for such year had been met, multiplied by ( ii ) a fraction, the numerator of which is equal to the number of days in such calendar year occurring on or prior to the- termination of Executive's active service for the Company and the denominator of which is 365.

“Change of Control”. For the purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if:

(i) any Person (as defined below) has acquired, "beneficial ownership" (within the meaning of Rule 13d-3, as promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of securities of the Company representing 50% or more of the combined Voting Power (as defined below) of the Company's securities;

(ii) within any 24 month period, the persons who were directors of the Company imme-diately before the beginning of such period (the "Incum-bent Di-rectors") shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, provided that any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director ( A ) was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incum-bent Directors either actually or by prior operation of this Section 2(a)(ii) and ( B ) was not designated by a person who has entered into an agreement with the Company to effect a Corporate Event, as described in Section 2(a)(iii); or

(iii) the stockholders of the Company approve a merger, consolidation, share exchange, division, sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Event"), as a result of which the shareholders of the Company immediately prior to such Corporate Event shall not hold, directly or indirectly, immediately following such Corporate Event a majority of the Voting Power of ( x ) in the case of a merger or consolidation, the surviving or resulting corporation, ( y ) in the case of a share exchange, the acquiring corporation or ( z ) in the case of a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation which, immediately following the relevant Corporate Event, holds more than 10% of the consolidated assets of the Company immediately prior to such Event.

"Earned salary" means any Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends (other than Base Salary deferred pursuant to Executive's election, under the terms of any deferred compensation plan maintained by the Company.

“Person”. For purposes of a Change in Control, "Person" shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, as supplemented by Section 13(d)(3) of the Exchange Act; provided, however, that Person shall not include ( i ) the Company or any subsidiary of the Company or ( ii ) any employee benefit plan sponsored by the Company or any subsidiary of the Company.

“Non-renewal Benefit” means an amount equal to the Executive’s Base Salary for a period of twelve (12) months, plus an amount equal to the bonus which Executive would have been entitled to at target performance for the current