FIRST AMENDMENT TO KOUROSH TAJ EMPLOYMENT AGREEMENT

Exhibit 10.6

FIRST AMENDMENT TO

KOUROSH TAJ

EMPLOYMENT AGREEMENT

     This First Amendment, dated as of February 12, 2004, is made by and between NGTV, a California corporation (“ Company ”), and Koursoh Taj, an individual (“ Executive ”).

      WHEREAS , the parties hereto entered into an Executive Employment Agreement (“ Agreement ”), dated as of July 1, 2003; and

      WHEREAS , the parties have agreed to make certain modifications to the Agreement upon the terms and conditions set forth herein.

      NOW, THEREFORE , for and in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

“Executive shall perform all the duties and obligations of Co-President of the Company.”

“ Domestic Cable & Satellite Distribution . (a) A distribution fee, computed as a one-time charge of $0.02 for each new addressable subscriber of NGTV programming on U.S. domestic cable and satellite distribution; the addressable universe will be certified by the specific platform providers; plus (b) 2% of all net operating revenues computed in accordance with generally accepted accounting principles. For purposes of this paragraph, net operating revenues shall mean the license fees and revenues derived from contracts with cable and satellite operators for NGTV programming, less direct cost of sales, meaning any direct expenses paid to unrelated third parties and other marginal expenses incurred for said revenues computed in accordance with generally accepted accounting principles. Indirect costs and overhead, including salaries, shall be excluded from this definition.”

“ Ancillary Revenues . 2% of all net operating revenues derived from licensing, merchandising and sponsorships computed in accordance with generally accepted accounting principles. For the purposes of this paragraph, net operating revenues shall mean revenues derived from

sponsorships, licensing and merchandising, less the direct cost of such revenues, meaning any direct expenses paid to unrelated third parties and other marginal expenses incurred for said revenues computed in accordance with generally accepted accounting principles. Indirect costs and overhead shall be excluded from this definition.”

“In addition, any Bonus amounts in excess of 1% of the Gross Proceeds shall accrue and Company shall defer payment of the Bonus until the following calendar year.”

“provided that the gross proceeds per share from any of the foregoing transactions is equal to or exceeds two times $0.305 per share of common stock, as adjusted for stock splits, stock combinations, stock dividends and the like, a management fee equal to 1.0% of any gross proceeds derived from any of the foregoing transactions.”

“or the Employment Term is terminated due to Executive’s death or disability,”

     Except as modified herein, all other terms and conditions of the Agreement shall remain in effect and the parties hereby ratify and confirm same. All capitalized terms used herein shall have the same meaning as set forth in the Agreement.

IN WITNESS WHEREOF , the parties hereto have executed this First Amendment as of the date first above written.

EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT is effective as of July 1, 2003, by and between Netgroupie, a California corporation (“ Company ”), and Kourosh Taj, an individual (“ Executive ”). In consideration of the mutual covenants, terms and conditions hereinafter contained, and for other good and valuable consideration, the parties hereby agree as follows:

     1.  Term of Employment . Company hereby employs Executive and Executive hereby accepts such employment for the period commencing on July 1, 2003 (the “ Commencement Date ”) and terminating on the sixth (6th) anniversary of the Commencement Date, unless sooner terminated as provided in this Agreement (the “ Employment Term ”).

     2.  Duties . Executive shall perform all the duties and obligations of Chief Executive Officer of the Company. Executive shall perform the services contemplated herein faithfully, diligently, to the best of his ability and in the best interests of Company. Executive shall devote substantially all his business time and efforts to the rendition of such services to Company and related entities and property. Executive shall at all times perform such services in material compliance with, and to the extent of his authority, shall ensure that Company is in material compliance with, any and all laws, rules and regulations applicable to Company of which Executive is aware. Executive shall, at all times during the Employment Term, in all material respects adhere to and obey any and all written internal rules and regulations governing the conduct of Company’s employees, as established or modified from time to time; provided, however, in the event of any conflict between the provisions of this Agreement and any such rules or regulations, the provisions of this Agreement shall control.

     3.  Compensation .

          a. Base Salary . In consideration for Executive’s services hereunder, Company shall pay Executive a monthly base salary of Twenty Thousand Dollars ($20,000) during the first twelve (12) months of the Employment Term (the “ Base Salary ”). Thereafter, effective upon the first day of each subsequent anniversary of the Employment Term, the Base Salary shall be increased by five percent (5%) over the Base Salary during the previous year. “ Base Salary ” shall refer to the Base Salary after giving affect to any salary increases. Payment shall be made in accordance with Company’s regular payroll schedule from time to time (less any deductions required for Social Security, state, federal and local withholding taxes, and any other authorized or mandated withholdings).

          b. Deferred Compensation . Notwithstanding anything contained in Section 3(a) to the contrary, any Base Salary which is not paid in accordance with Company’s regular payroll schedule shall accrue and Company shall defer payment of any unpaid Base Salary (“ Deferred Compensation ”) in accordance with the following terms: (i) fifty percent (50%) of the Deferred Compensation shall be payable upon the Company’s receipt of gross revenues, computed in accordance with generally accepted accounting principles, applied consistently with past periods, together with any financing by the Company calculated from the Commencement Date (collectively, “ Gross Proceeds ”) equal to or greater than Five Million Dollars ($5,000,000); and (ii) fifty percent (50%) of the Deferred Compensation shall be payable upon the Company’s receipt of Gross Proceeds equal to or greater than Ten Million Dollars ($10,000,000). The Company shall record the Deferred Compensation on its books as deferred

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compensation potentially owing to Executive. Company and Executive agree that, as of the Commencement Date, Executive has accrued Deferred Compensation equal to Two Hundred Thousand Dollars ($200,000), based on ten (10) months of accrued Base Salary prior to the Commencement Date.

          c. Bonus . In addition to any Base Salary, Company will pay , Executive a bonus (“ Bonus ”), equal to:

               (i)  Videocassette/DVD Distribution . $0.10 for each video cassette, disc or DVD sold;

               (ii)  Domestic Cable & Satellite Distribution . $0.02 for each new subscriber added to any channel distributing NGTV or programming released by the Company, plus 2% of all gross revenues, computed in accordance with generally accepted accounting principles, applied consistently with past periods, from domestic cable, satellite, pay-per-view, or any other similar distribution channels; and

               (iii)  Ancillary Revenues . 2% of all gross revenues, not included in Section 3(c)(i) or 3(c)(ii) , including but not limited to revenues derived from licensing, merchandising and sponsorships.

          d. Bonus Payments . At a reasonable time following the end of each calendar year during the Employment Term, but no later than March 31 of the applicable year, Company shall pay Executive any Bonus accrued during the prior calendar year. Notwithstanding anything contained in Section 3(c) to the contrary, Executive’s Bonus shall accrue and Company shall defer payment of the Bonus until such time that the Gross Proceeds of the Company, and any subsidiaries, are equal to or exceed Fifteen Million Dollars ($15,000,000). In addition, any Bonus amounts in excess of 2% of the Gross Proceeds shall accrue and Company shall defer payment of the Bonus until the following calendar year. Any amounts due and not paid in the following calendar year shall be deemed a “ Deferred Bonus .” The Company shall record the Deferred Bonus on its books as deferred compensation potentially owing to Executive.

          e. Sale of Company . In the event of a merger, consolidation, liquidation, dissolution or winding up of the Company, the sale of all or substantially all of the Company’s assets, or a repurchase of any common or preferred stock (collectively a “ Material Event ”), Company will pay Executive:

               (i) a management fee equal to 1.0% of any gross proceeds derived from any of the foregoing transactions based on a valuation of the Company up to Thirty Million Dollars ($30,000,000), plus 2% of any gross proceeds derived from any of the foregoing transactions based on a valuation of the Company equal to or greater than Thirty Million Dollars ($30,000,000); and

               (ii) all amounts of compensation owing to Executive, including but not limited to, Deferred Compensation and Deferred Bonus, each of which shall be calculated and pro-rated for any partial calendar year. All such amounts will be considered senior debt, and payable prior to any other distributions.

          f. Restricted Stock . As additional consideration for Executive’s services hereunder, Company will sell to Executive, and Executive will purchase from Company, 4,000,000 shares of the Company’s common stock, no par value (the “ Common Stock ”), for a purchase price of $400. Executive and Company will negotiate in good faith a stock purchase agreement within customary parameters.

     4.  Benefits . Company shall provide Executive with the following benefits during the Employment Term:

          a. Participation in Benefits Plans . Executive shall be entitled to participate in all executive welfare and health benefit plans and other employee benefit plans, including without limitation, pension plans, established by Company from time to time for the benefit of all executives of Company. Executive shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans as they may be amended from time to time. Nothing herein contained shall be construed as requiring Company to establish or continue any particular benefit plan in discharge of its obligations under this Agreement.

          b. Vacation . Executive shall be