Employment Letter 



March 13, 2006 



Michael L. Jeub
5526 Caminito
Exquisito
San Diego, CA 92130 



Dear Mr. Jeub:  



Please allow this letter to serve as
the entire agreement between IT&E International Group, Inc. (the “Company”)
and you, Michael L. Jeub (the “Employee”) with respect to certain aspects of
your employment with the Company. The Company acknowledges and agrees that the Employee is
and will remain a partner of, and has and will retain an interest in, Tatum, LLC
(“Tatum”), which will benefit the Company in that the Employee will have access
to certain Tatum resources. 



Beginning Date 



The Employee will work for the
Company beginning on March 20, 2006. 



Compensation 



Salary:  $16,000 a month ("Salary").
 Employee's Salary may be increased from time to time, by the Company. 



Cash Bonus: The Company may
pay Employee a cash bonus at any time or from time to time in the sole discretion of the
Board of Directors of the Company. 



Other Compensation
Provisions: 



During the course of the
Employee’s engagement hereunder, the Employee will remain a partner of Tatum. As a
partner of Tatum, Employee will share with Tatum a portion of his or her economic
interest in any stock options or equity bonus that the Company may grant the Employee and
may also share with Tatum a portion of any cash bonus and severance the Company may pay
the Employee, to the extent specified in that certain Part Time Engagement Resources
Agreement between the Company and Tatum (the “Resources Agreement”). The Company
acknowledges and consents to such arrangement. 



Benefits 



The Employee will be eligible for any
Company employment retirement and/or 401(k) plan and for vacation and holidays consistent
with the Company’s policy as it applies to senior management, and the Employee will
be exempt from any delay periods required for eligibility, to the extent such a waiver is
permissible under the terms of the applicable benefit plan. 



In lieu of the Employee participating
in the Company-sponsored employee medical insurance benefit, the Employee will remain on
his or her current Tatum medical plan. The Company will reimburse the Employee for amounts
paid by the Employee for such medical insurance for him/herself and (where applicable)
his/her family of up to $400.00 per month upon presentation of reasonable
documentation of premiums paid by the Employee to Tatum. In accordance with the U.S.
federal tax law, such amount will not be considered reportable W-2 income, but instead
non-taxable benefits expense. 




1 











The Employee must receive written
evidence that the Company maintains directors’ and officers’ insurance to cover
in an amount reasonably acceptable to the Employee at no additional cost to the Employee,
and the Company will maintain such insurance at all times while this agreement remains in
effect. Furthermore, the Company will maintain such insurance coverage with respect to
occurrences arising during the term of this agreement for at least three years following
the termination or expiration of this agreement or will purchase a directors’ and
officers’ extended reporting period, or “tail,” policy to cover the Tatum
Partner. 



The Company agrees to indemnify the
Employee to the full extent permitted by law for any losses, costs, damages, and expenses,
including reasonable attorneys’ fees, as they are incurred, in connection with any
cause of action, suit, or other proceeding arising out of the course and scope of the
Employee’s employment with the Company. 



Termination 



The Company may terminate the
Employee’s employment for any reason upon at least 30 days’ prior written notice
to the Employee, such termination to be effective on the date specified in the notice,
provided that such date is no earlier than 30 days from the date of delivery of the
notice. Likewise, the Employee may terminate his or her employment for any reason upon at
least 30 days’ prior written notice to the Company, such termination to be effective
on the date 30 days following the date of the notice. The Employee will continue to render
services and to be paid during such 30-day period, regardless of who gives such notice.
The Employee may terminate this agreement immediately if the Company has not remained
current in its obligations under this letter or the Part-Time Engagement Resources
Agreement between the Company and Tatum or if the Company engages in or asks the Employee
to engage in or to ignore any illegal or unethical conduct. 



This agreement will terminate
immediately upon the death or disability of the Employee. For purposes of this agreement,
disability will be as defined by the applicable policy of disability insurance or, in the
absence of such insurance, by the Company’s Board of Directors acting in good faith. 



The Employee’s salary will be
prorated for the final pay period based on the number of days in the final pay period up
to the effective date of termination or expiration. 



Miscellaneous 



This agreement contains the entire
agreement between the parties with respect to the matters contained herein, superseding
any prior oral or written statements or agreements. 



The provisions in this agreement
concerning the payment of salary and bonuses, in each case to the extent accrued prior to
termination or expiration of this agreement, will survive any termination or expiration of
this agreement. 



The terms of this agreement are
severable and may not be amended except in a writing signed by the parties. If any portion
of this agreement is found to be unenforceable, the rest of this agreement will be
enforceable except to the extent that the severed provision deprives either party of a
substantial portion of its bargain. 




2 











This agreement will be governed by
and construed in all respects in accordance with the laws of the State of California,
without giving effect to conflicts-of-laws principles. 



Each person signing below is
authorized to sign on behalf of the party indicated, and in each case such signature is
the only one necessary. 



Please sign below and return a signed
copy of this letter to indicate your agreement with its terms and conditions. 



Sincerely yours, 



IT&E INTERNATIONAL
GROUP, INC. 



By: /s/ Peter R.
Sollenne
Signature 



Name: Peter R. Sollenne

Title: CEO 



Acknowledged and agreed by: 



		
		EMPLOYEE:
		
/s/ Michael L. Jeub
		(Signature)
		
Michael L. Jeub
		Date: March 23, 2006





3