Unassociated Document


    180
      Connect Inc.

    6501
      E. Belleview Avenue

    Englewood,
      Colorado 80111

     


      August
        3,
        2007



    


    Mr.
      Brian
      McCarthy

    26915
      N.
      162nd Street

    Scottsdale
      Arizona, 85262

    


    Re: Amendment
      to Employment Agreement

    


    Dear
      Brian,

    


    Reference
      is made to (i) that certain amended director employment agreement (the
“Employment
      Agreement”),
      effective as of September 30, 2006, between you and 180 Connect, Inc., a Nevada
      corporation (the “Company”),
      and
      (ii) that certain Arrangement Agreement, dated as of March 13, 2007, by and
      among the Company, 6732097 Canada Inc. (“Purchaser”),
      a
      corporation incorporated under the laws of Canada and an indirect wholly-owned
      subsidiary of Ad.Venture Partners, Inc., a Delaware corporation (“Parent”),
      and
      Parent, as amended by Amendment No. 1 thereto dated as of July 2, 2007 (as
      so
      amended, the “Arrangement
      Agreement”),
      pursuant to which, subject to the terms and conditions thereof, the Purchaser
      and the Parent will acquire all of the issued and outstanding common shares
      of
      the Company and assume the obligation to issue common stock upon exercise of
      the
      Company Options, the Company SARs and Company Warrants (each as defined in
      the
      Arrangement Agreement) and conversion of the Convertible Debentures (as defined
      in the Arrangement Agreement) (the “Arrangement”).
      Capitalized terms used herein but not otherwise defined herein shall have the
      meanings ascribed to them in the Employment Agreement.

    


    This
      letter is intended to amend the Employment Agreement as set forth below, subject
      to and effective upon the consummation of the Arrangement (the “Effective
      Time”).

    


    1.  Notwithstanding
      anything to the contrary herein or in the Employment Agreement, the Employment
      Agreement shall continue in full force and effect, including, but not limited
      to, your entitlement to participate in our discretionary annual bonus plan,
      until December 31, 2007 (except with respect to Section 4(c) thereof, which
      shall be revised in accordance with Paragraph 6(ii) below).

    


    2.  Your
      Employment Agreement shall be terminated on December 31, 2007 and thereafter
      the
      provisions of this letter agreement shall govern. For the 2008 calendar year,
      you shall serve as the non-executive Chairman of the Board of Directors of
      180
      Connect Inc., a Delaware corporation (the “Combined
      Entity”)
      on a
      part-time basis. Your duties as Chairman shall be as set forth in the bylaws
      of
      the Combined Entity and as provided under Delaware law. During the 2008 calendar
      year, you shall receive $240,000 as an annual salary and shall be entitled
      to
      participate in the Combined Entity’s discretionary bonus plan, which shall
      provide you with an opportunity to earn up to 100% of your annual salary for
      meeting quarterly and annual financial objectives, which financial objectives
      will be established by the Board of Directors of the Combined Entity and shall
      be considered by the Compensation Committee of the Combined Entity in awarding
      any discretionary bonus. The Compensation Committee of the Combined Entity
      shall
      evaluate and make recommendations regarding the attainment of quarterly goals
      to
      the Board of Directors of the Combined Entity at the conclusion of each quarter
      and any bonus deemed earned during the quarter shall be paid within thirty
      days
      of the close of the contract quarter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  From
      January 1, 2009 to September 30, 2009, you shall continue to serve as the
      non-executive Chairman of the Board of Directors of the Combined Entity at
      an
      annual salary of $75,000. However, you shall not be entitled to participate
      in
      the Combined Entity’s discretionary bonus plan. 

    


    4.  After
      October 1, 2009, you shall continue as a director of the Combined Entity until
      the expiration of your term as a director. During this time, you shall be
      compensated at the same level as the Combined Entity compensates its independent
      directors. 

    


    5.  From
      the
      Effective Time until such time as you are no longer a director of the Combined
      Entity, you shall be entitled to all benefits provided by the Combined Entity
      in
      accordance with the plans and practices of the Combined Entity applicable to
      directors of the Combined Entity, as they may be amended from time to time.
      Without limiting the generality of the foregoing, the Combined Entity shall
      reimburse you for all reasonable expenses incurred by you in the course of
      performing your duties as a director which are consistent with the Combined
      Entity’s policies, as they may be amended from time to time, subject to the
      Combined Entity’s requirements with respect to reporting and documentation of
      such expenses. In addition, you will be indemnified for your actions as a
      director of the Combined Entity to the fullest extent permitted by Delaware
      law,
      and shall be covered under the Combined Entity’s directors and officers
      insurance policies in effect from time to time.

    


    6.  In
      consideration for your agreement to terminate the Employment Agreement prior
      to
      the end of its term, (i) you shall be entitled to a cash severance payment
      in
      the amount of $400,000, payable on December 31, 2007, and (ii) you shall be
      granted 170,000 restricted stock units and 170,000 share appreciation rights
      or
      stock options of the Combined Entity. Such securities shall be issued on the
      same terms and in the same form as those granted to the Combined Entity’s chief
      executive officer, as determined by the Compensation Committee of the Combined
      Entity.

    


    7.  You
      shall
      be entitled to a transaction bonus in the amount of $1.6 million, as approved
      by
      the board of directors of the Company, payable at the Effective
      Time.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    8.  For
      the
      avoidance of doubt, this letter agreement is subject to the consummation of
      the
      Arrangement. 

    
      	 	 	 	 
	
            	 	 	
              Sincerely
                yours,

            
	 	 	 	 
	 	 	 	/s/ Peter Giacalone
	
            	 	 	
              
                

              

              Name: Peter Giacalone

              Title: Chief Executive
                Officer

            


    

     

    Acknowledged
      and accepted:

    
 

    /s/
      Brian
      McCarthy

    
      
        

      

    

    Brian
      McCarthy

     

    
      
        
        

      

      
        -3-