Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of the 16th day of August, 2007 (the "Effective Date"),by and between
Thomas A. Spanier (the "Executive"),an individual, and Intelligentias, Inc., a Nevada corporation (the
"Company").TheExecutive and the Company are hereinafter sometimes referred to collectively as the
"Parties"and individually as a "Party."

WHEREAS, both Parties desire that the terms and conditions of the Executive's employment with the Company be governed by the
terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the Parties hereto hereby
agree as follows:

1.  Duties, Scope and Term of Employment.

1. Position.The Company will employ Executive as an assistant to the President commencing on August 16, 2007 the Effective
Date, and in the position of Chief Financial Officer ("CFO")commencing on August 22, 2007. Executive shall be
given such duties, responsibilities and authorities as are appropriate to Executive's position. The Executive's principal place of business shall
be Novato, California.
2. Obligations.Executive shall devote sufficient business efforts and time to the business and affairs of the Company to carry out
Executive's duties and responsibilities. Notwithstanding the foregoing, the Company agrees that Executive may (i) participate in charitable,
civic, educational, professional, community or industry affairs, (ii) manage his and his family's personal investments, and (iii) serve or continue
to serve on the board of directors or hold other offices or positions in companies or organizations, so long as such activities involve no conflict
of interest with the interests of the Company and will not materially affect the performance by Executive of his duties hereunder.
3. Term.The term of Executive's employment under this Agreement shall commence on the Effective Date and shall continue as
provided herein, unless duly terminated by either Party.
4. Company Policies.Executive agrees to become familiar with and to comply in all material respects with the Company's
written policies prohibiting harassment and discrimination, the written policies concerning drugs and alcohol and all other policies which shall
be set forth in the Company's Employee Handbook. Violations of these policies may lead to termination of employment in accordance with
Section 3 of this Agreement.
5. Non-Compete.While employed by the Company, Executive shall not, directly or indirectly, whether as a partner, employee, or
otherwise, promote, participate or engage in any activity or other business competitive with the Company's business. Executive shall not invest
in any company or business which competes in any manner with the Company; provided, however,that Executive may, without it being
a breach of this Agreement, receive, purchase and/or hold

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1. Proprietary Information of Others.It is the understanding of both the Company and Executive that Executive shall not divulge to
the Company and/or its subsidiaries any confidential information or trade secrets belonging to others, including Executive's former employers,
nor shall the Company and/or its affiliates seek to elicit from Executive any such information. Consistent with the foregoing, Executive shall not
provide to the Company and/or its affiliates, and the Company and/or its affiliates shall not request, any documents or copies of documents
containing such information.

2.  Compensation and Other Benefits.

1. Salary.The Company shall pay to the Executive an annual salary (the "Salary")at the initial rate of two hundred
thousand dollars ($200,000.00), payable in arrears on a bi-weekly basis. The amount of the Executive's Salary shall be reviewed at least
annually by the Company on or about August 1st of each year and will in no event be decreased.
2. Annual Bonus.Executive shall be entitled to bonus payments at levels at least commensurate with bonuses paid to the Senior
Executives of the Company, if any. For purposes of this Agreement, the term "Senior Executive" shall mean the five highest
compensated employees of the Company determined in accordance with applicable SEC rules and regulations.
3. Stock Options.The Company shall establish an Employee Stock Option Plan and shall grant the Executive options to
purchase shares of the common stock of the Company (the "Options".)The number of shares shall be determined upon
allocation to be approved by the Board of Directors, and shall be within the range of the options granted to top tier management of the
Company. The per share exercise price of the Options shall equal the fair market value of a share of common stock of the Company on the
date of the issuance of such options ("Issuance Date"). The Options shall vest and become exercisable in accordance with the
terms of the Employee Stock Option Plan.
4. Expenses.The Company shall pay or reimburse the Executive for all business travel and other out-of-pocket expenses (including
those costs to maintain any professional certification held or obtained by Executive) reasonably incurred by Executive in the performance of his
services pursuant to this Agreement, including the cost of Business Class air travel and accommodations. The Company shall reimburse
Executive for such expenses within 14 days of presentation by Executive of evidence of the expenses incurred.
5. Executive Perquisites, Benefits and Other Compensation.The Company shall provide Executive with (a) participation in coverage
for Executive and his dependent family members under health, hospitalization, disability, dental, life and other insurance plans that the
Company may have in effect from time to time; (b) other executive perquisites as may be available to other

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1. Long-Term Incentive Programs.The Executive shall be entitled to participate in all long-term incentive plans and programs of the
Company that are available to its Senior Executives.
2. Paid Time Off.  In addition to the usual public and bank holidays, the Executive shall be entitled to twenty
business days paid time off annually. The Executive shall be permitted to carry forward any portion of his vacation time for up to one year and,
upon the expiration of such one-year period, the Employee shall be paid in lieu of such vacation days.

3.  Termination of Employment.

1. Termination for Cause.The Company may terminate this Agreement 10 days after written notice to Executive for cause,
which shall be: (i) Executive's material breach of this Agreement (continuing for 10 days after receipt of written notice of need to cure); (ii)
Executive's gross negligence in the performance or intentional nonperformance (continuing for 10 days after receipt of written notice of need to
cure) of any of Executive's material duties and responsibilities hereunder; (iii) Executive's dishonesty, fraud or misconduct with respect to the
business or affairs of the Company which materially and adversely affects the operations or reputation of the Company; (iv) Executive's
conviction of a felony crime; or (v) chronic alcohol abuse or illegal drug abuse by Executive. In the event of a termination for cause, as
enumerated above, Executive shall be entitled to receive accrued and vested benefits up to the date of termination and shall be promptly
reimbursed for all business expenses properly incurred by Executive prior to the date of termination.
2. Death.The death of Executive shall immediately terminate this Agreement. Executive's estate shall be entitled to
receive accrued and vested benefits up to the date of termination and shall be promptly reimbursed for all business expenses properly incurred
by Executive prior to the date of termination. In addition, Executive or his estate shall have one (1) year from the date of termination to exercise
any vested but unexercised options existing as of the termination date.
3. Disability.If the Executive is unable to perform the essential duties and functions of his position because of a disability for 60
consecutive days and the Company, in its reasonable judgment, determines that the exigencies created by the Executive's disability are such
that termination is warranted, the Company shall have the right and may elect to terminate the services of the Executive by a Notice of
Disability Termination. For purposes of this Agreement, a "Notice of Disability Termination" shall mean a written notice that sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under this Section 3(c).
For purposes of this Agreement, no such purported termination by the Company shall be effective without such Notice of Disability
Termination. This Agreement shall terminate on the day after such Notice of Disability Termination is received

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1. Voluntary Resignation.Executive shall be entitled to terminate this Agreement at any time by giving 30 days notice to the
Company. In the event Executive terminates this Agreement, Executive shall be entitled to receive accrued and vested benefits up to the date
of termination and shall be promptly reimbursed for all business expenses properly incurred by Executive prior to the date of termination. In
addition, Executive shall have ninety (90) days from the date of termination to exercise any vested but unexercised options existing as of the
termination date.
2. Termination Without Cause.The Company shall have the absolute right to terminate the Executive's employment
without cause at any time. If the Company elects to terminate the Executive without Cause, the Company shall give seven days written notice
to the Executive. This Agreement shall terminate seven days following receipt of such notice by the Executive, however, the Company may, at
its sole discretion, request that the Executive cease active employment and perform no more job duties immediately upon provision of such
notice to the Executive. In the event of a termination without cause, Executive shall be entitled to receive accrued and vested benefits up to the
date of termination and shall be promptly reimbursed for all business expenses properly incurred by Executive prior to the date of termination.
In addition, Executive shall be entitled to severance benefits equal to three months of Executive's then current salary payable within fourteen
(14) days of the date of termination. Executive shall have ninety (90) days from the date of termination to exercise any vested but unexercised
options existing as of the termination date.
3. Change of control.In the event that the Company is sold, the stock options granted to Employee under this Agreement shall
immediately become fully vested to Executive. In the event that Executive is not retained by the acquiring company under the terms of this
Agreement or other terms acceptable to Executive, Executive shall be entitled to severance pay equal to one (1) year of Executive most recent
Base Compensation.

4.  Non-Disclosure of Confidential Information.

1. Acknowledgement.The Executive acknowledges that in the course of his employment he will occupy a position
of trust and confidence. The Executive shall not, except as may be required to perform his duties or as required by applicable law, disclose to
others or use, directly or indirectly, any Confidential Information.

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1. Confidential Information."Confidential Information"
shall mean information about the Company's business and operations that is not disclosed by the Company for financial reporting
purposes and that was learned by the Executive in the course of his employment by the Company, including, without limitation, any business
plans, strategy, budget information, proprietary knowledge, patents, trade secrets, data, formulae, sketches, notebooks, blueprints, information
and client and customer lists and all papers and records (including computer records) of the documents containing such Confidential
Information. The term Confidential Information does not include any information which (i) is or becomes publicly available, other than as a
result of a disclosure by the Executive or one of his agents, (ii) is already in the Executive's possession, provided that such information is not
known by the Executive to be subject to any legal or contractual obligation of confidentiality owed to the Company, (iii) is or becomes available
to the Executive on a non-confidential basis from a source other than the Company, provided that such source is not known by the Executive
to be subject to any legal or contractual obligation to the Company to keep such information confidential, or (iv) is independently developed by
the Executive without any violation of his obligations hereunder. The Executive acknowledges that such Confidential Information is specialized,
unique in nature and of great value to the Company, and that such information gives the Company a competitive advantage. The Confidential
Information will be kept confidential in accordance with the terms hereof by the Executive and will not be disclosed by the Executive or any of
his agents except (i) as may be consented to by the Company, and (ii) as required by law, regulation or legal or judicial process, provided that,
where such disclosure is required, the Executive shall provide the Company with a reasonable opportunity to review the disclosure, to the
extent practicable before it is made, and to seek to limit the disclosure at its own expense. The Executive agrees to deliver or return to the
Company, at the Company's request at any time or upon termination or expiration of his employment or as soon as possible thereafter, all
documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by
the Company or prepared by the Executive in the course of his employment by the Company. The provisions of this Section 4 shall survive any
termination of this Agreement for 5 years.
2. Employee Proprietary Information and Inventions Agreement.  The Executive agrees to sign the Company's Employee
Proprietary Information and Inventions Agreement within five days of such an agreement being adopted by the Company, which, among other
things, will require the Executive to assign all inventions developed by him on Company time and using Company facilities to the Company
consistent with and in accordance with Section 2872 of the California Labor Code. Notwithstanding any termination of this Agreement or
Executive's employment by the Company, Executive agrees to continue to be bound by the terms of the Employee Proprietary Information and
Inventions Agreement for 5 years after his termination.

5.  Indemnification.  The Company agrees to indemnify Executive to the fullest extent allowed by law and even above the limits of
the Company's Directors and Officers insurance, if permitted by law. Such indemnification shall be set forth in an Indemnification Agreement,
which the Parties shall in good faith negotiate and make effective as of the date hereof.

6.  No Prior Agreements.  Executive hereby represents and warrants to the Company that (i) Executive is not aware of any
obligations, legal or otherwise, inconsistent with the terms of this Agreement or Executive's undertakings under this Agreement, (ii) Employee
has no outstanding commitments or obligations inconsistent with any of the terms of this Agreement or the services to be rendered to
Company and (iii) the execution of this Agreement by Executive and his

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employment by the Company and the performance of his duties hereunder will not violate or be a breach of any agreement with a former
employer, client or any other person or entity. Further, Executive agrees to indemnify the Company for any claim, including, not limited to,
attorneys' fees and expenses of investigation, any third party may now have or may hereafter come to have against the Company based upon
or arising out of any non-competition agreement, invention or secrecy agreement between Executive and such third party which was in
existence as of the date of this Agreement.

7. Complete Agreement.  No promises or changes in Employee's status as an employee of the Company nor any change to or
waiver of the terms and conditions of this Agreement can be made unless they are made in writing and signed by Employee and the Chief
Executive Officer of the Company or such other person authorized by the Board of Directors of the Company. Except as expressly provided
herein, this Agreement is not a promise of future employment. Except for this Agreement, Executive has no oral or written understandings or
agreements with the Company or any of its officers, directors or representatives covering the same subject matter as this Agreement. This
written Agreement may not be later modified except by a further writing signed by the Chief Executive Officer of the Company or such other
person authorized by the Board of Directors of the Company and Executive, and no term of this Agreement may be waived except by writing
signed by the Party waiving the benefit of such term. This Agreement and the terms and conditions described in it cannot be changed orally or
by any conduct of Executive or the Company or any course of dealings between Executive, another person and/or Company.

8. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the successors in interest of the Executive and
the Company.

9. Notices.  All notices and other communications required or permitted hereunder shall be in writing and
shall be delivered personally or sent by registered or certified mail, return receipt requested, to the Parties hereto at the following
addresses:

If to the Company:
   Ian Rice
   303 Twin Dolphin Drive, 6thFloor Redwood City, CA 94065

If to the Executive: Thomas A. Spanier 459 Ridge Road Novato, CA 94947

or to the Executives last address on the records of the Company.

10. Severability. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be
deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid
or inoperative.

11. Mitigation of Damages and Arbitration.

1. Mitigation of Damages.The Company's obligation to make the payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall not be affected by

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1. Arbitration.  Any dispute or controversy arising from or relating to this Agreement and/or Executive's employment or relationship with
the Company shall be resolved by binding arbitration, to be held in Maricopa County, Arizona or in any other location mutually agreed to by the
Company and Executive in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction thereof. Executive and the Company agree that, in the event a
dispute arises that concerns this Agreement, if Executive is the Prevailing Party, Executive shall be entitled to recover all of his reasonable
fees and expenses, including, without limitation, reasonable attorneys' fees and expenses, incurred in connection with the dispute. A Prevailing
Party is one who is successful on any significant substantive issue in the action and achieves either a judgment in such Party's favor or some
other affirmative recovery.

12. Headings.  The section headings herein are for references purposes only and are not intended in any way to describe, interpret,
define or limit the extent or intent of the Agreement or of any part hereof.

13. Governing Law.  This Agreement and performance under it, and any suits or special proceeding brought under it, shall
in all respects be construed according to the laws of the United States of America and the State of California, without regard to its conflicts of
laws provisions, and any arbitration, mediation or other proceeding arising hereunder shall be filed and adjudicated in Marin County,
California.

14. Facsimile and Counterparts.  This Agreement may be signed by facsimile and executed in two counterparts, each of which shall
be deemed an original, both of which together shall contribute one and the same instrument.

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IN WITNESS WHEREOF,the Parties hereto have duly executed this Agreement as of the Effective Date.

INTELLIGENTIAS, INC. By:

/s/ Ian Rice 			Ian Rice

Its: Chief Executive Officer

EXECUTIVE:

/s/ Thomas A. Spanier 		Thomas A. Spanier

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