ex10_2.htm


    
      
        

      

    

    Exhibit
      10.2

     

    November
      1, 2007

    


    


    Mr.
      Tony
      Novia

    79
      Trinity Pass

    Pond
      Ridge, NY 10576

    


    Re:  Offer
      of Continuing Employment with uVuMobile

    


    Dear
      Tony:

    


    We
      are
      pleased to extend our offer of continuing employment in the position of Senior
      Vice President with uVuMobile, Inc. (“uVu”).  This is a position of
      considerable responsibility, integral to our continued business development
      and
      success and we are delighted that you will continue employment with the
      company.

    


    This
      letter is designed to set forth the terms and conditions of our continuing
      employment relationship, and to supersede and replace any prior employment
      contracts, offer letters or other agreements that may currently be in effect
      between you and uVu and that govern the terms and conditions of your employment
      with uVu.  The specific terms of this offer for continuing employment
      are as follows:

    


    First,
      you will be compensated at an annual gross rate of $162,000.00 (your “Base
      Salary”), which will be earned and paid in accordance with uVu’s ordinary
      payroll practices and which will be subject to all required federal, state
      and
      local tax withholding requirements.  You will also be eligible to be
      considered for periodic bonus payments as determined by uVu based on its
      evaluation of individual and company performance.  It is the company’s
      desire, over time, to make these bonus payments a substantial part of your
      compensation.

    


    In
      addition to your salary and bonus opportunities, you also will be eligible
      to
      participate in uVu’s employee benefit plans and programs, subject to the terms
      and conditions governing those plans and programs as are established by uVu
      in
      its discretion from time-to-time.  uVu’s employee
      benefit  plans and programs may be amended, enlarged, or diminished by
      uVu from time to time, as it determines is appropriate in its sole
      discretion.

    


    Because
      you are in a position of considerable responsibility, integral to our continued
      business development and success, you agree that you will devote your full
      business time, best efforts and business judgment, skill and knowledge to the
      advancement of uVu’s interests and to the discharge of your duties and
      responsibilities.  You will not engage in any other business activity,
      except as may be approved by uVu (except for religious, charitable or other
      community or non-profit activities that do not impair your ability to fulfill
      your duties and responsibilities to uVu).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      addition, you understand and agree that your employment creates a relationship
      of confidence and trust with uVu with respect to all Confidential
      Information1 and agree that at all times
      during your employment with uVu and for a period of two (2) years after the
      end
      of that employment for whatever reason, you will keep in confidence and trust
      all such Confidential Information, and will not use or disclose any such
      Confidential Information without the written consent of uVu, except as may
      be
      necessary in the ordinary course of performing my duties to uVu.

    


    This
      letter shall not constitute an employment contract for any definite time with
      uVu.  You and uVu will remain in an “at will” employment relationship,
      meaning that you and/or uVu are free to terminate your employment at any time
      and for any reason.  However, in the event that uVu terminates your
      employment at any time during the first year following the date of this letter,
      other than for Cause, you will be eligible for a lump-sum, gross severance
      payment equal to 33% of your then current annual base salary (subject to
      legally-required withholding of any federal, state and local taxes), plus your
      medical and dental benefits for you and your immediate family will be continued
      for four (4) months after the effective termination date at uVu’s
      expense.  For purposes of this letter, Cause shall be defined as: (a)
      an act of fraud, misappropriation or embezzlement; (b) your conviction for
      commission of a felony or a crime involving moral turpitude (including pleading
      guilty or nolo contendre to a felony or a lesser charge which results from
      plea
      bargaining), whether or not such felony, crime or lesser offense was committed
      in connection with the business of uVu; (c) your failure and/or refusal to
      follow work-related directions of your direct supervisor and/or the Board of
      Directors of uVu; or (d) a significant violation of a written or other
      well-established policy or procedure of uVu.

    


    It
      is a
      pleasure extending this offer to you.  We sincerely feel that uVu can
      provide you with the opportunity to achieve rewarding results for both you
      and
      the company, and we look forward to your contributions.  If you have
      any questions about this offer, our company or your role at uVu, please do
      not
      hesitate to contact me.  If you have no further questions, please
      return a signed copy of this letter for your personnel file.

    


    


    Sincerely,

    


    
      	
              /s/
                William J. Loughman

            	 	 
	
              Interim
                Chief Executive Officer

            	 	 
	
              President
                and Chief Financial Officer

            	 	 
	 	
                /s/
                Tony Novia

            	 
	 	
              Accepted

            	 
	 	 	 
	 	
               
                November 2, 2007

            	 
	 	
              Date

            	 


    

    

      

    

    
      1
        Confidential
        Information” means all information regarding uVu, its activities, business or
        clients that is the subject of reasonable efforts by uVu to maintain its
        confidentiality and that is not generally disclosed by practice or authority
        to
        persons not employed by uVu.  “Confidential Information” shall
        include, but is not limited to, uVu’s customer and client lists, confidential
        information provided by clients and prospective clients  (i.e.
        confidential information provided by client to assist uVu in developing products
        or services for the client), information and data regarding compensation
        received by uVu from clients, uVu’s business strategies and plans (including any
        merger or acquisition plans), uVu’s operational methods, uVu’s compensation
        information on employees, uVu’s compensation arrangements with clients, uVu’s
        market studies and marketing plans and any of uVu’s product development
        techniques or plans.