Exhibit 10.3


    Exhibit
      10.3

    
 

    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of this
      5th
      day of October, 2005, (the "Effective Date"), between INTERACTIVE
      GAMES, INC.,
      a
      Florida corporation having its principal place of business located at 319
      Clematis Street, West Palm Beach, Fl. 33401 (“the "Company") and Henry Fong, an
      individual residing at 622 N. Flagler Drive, West Palm Beach, Florida 33401(the
      "Employee") (collectively “the Parties”).

    


    WHEREAS,
      the Company is a Florida corporation that is engaged in all aspects of mobile
      gaming technology; and 

    


    WHEREAS,
      the Company desires to employ the Employee and the Employee desires to be in
      the
      employ of the Company; and

    


    WHEREAS,
      the Company has a valuable reputation and goodwill in its business, with
      expertise in all aspects of the video gaming technology field (the "Business");
      and 

    


    WHEREAS,
      Employee has extensive experience in the Business; and

    


    WHEREAS,
      the Employee, by virtue of the Employee's employment with the Company, will
      become familiar with and possessed with the manner, methods, trade secrets
      and
      other confidential information pertaining to the Company's Business, including
      the Company's client base;

    


    NOW,
      THEREFORE, in consideration of the mutual agreements contained, the Company
      and
      the Employee do hereby agree as follows:

    


    Recitals. 
      The above recitals are true, correct, and are herein incorporated by reference.
      


    


    1.  Employment. 
      The Company hereby employs the Employee, and the Employee hereby accepts
      employment, upon the terms and conditions hereinafter set forth.

    


    2.  Authority
      and Power During Employment Period.
      

    


    a. Duties
      and Responsibilities.
      During
      the "Term" and any "Renewal Term" (as hereinafter defined) of this Agreement,
      the Employee shall serve the Company as The Vice President of Operations and
      Product Development and shall have such operating supervision over all gaming
      technology developed, produced, or distributed by the Company, as is directed
      by
      the Board of Directors and/or the Chief Executive Officer of the Company.


     

    
      
         

      

      
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    b. Time
      Devoted.
      Throughout the term of the Agreement, the Employee shall devote substantially
      all of the Employee's business time and attention to the business and affairs
      of
      the Company consistent with the Employee's position with the Company, except
      for
      reasonable vacations, illness or incapacity.

    


    3.  Term.
      The
      Term of employment hereunder will commence on the Effective date as set forth
      above and end ONE (1) YEAR thereafter, unless terminated pursuant to Section
      5
      of this Agreement ("Term"), provided, however, that this Agreement shall be
      renewable upon mutual written consent of the parties ("Renewal Term") for
      additional ONE (1) YEAR terms.

    


    4.  Compensation
      and Benefits.

    


    a. Salary.
      The
      Employee shall be paid a base salary (the "Base Salary"), payable bi-weekly,
      at
      an annual rate of FIFTY THOUSAND Dollars ($50,000.00) or accrued and payable
      in
      the common stock of the Company.

     

    b. Company
      Stock. As
      further compensation, the Employee shall receive ONE-HUNDRED THOUSAND (100,000)
      RESTRICTED shares of the Company’s Stock. Employee is prohibited from selling
      the shares received pursuant to this paragraph during the Term of this
      Agreement. In the event the employment relationship created hereunder is
      terminated prior to the end of the Term, Employee shall immediately return
      said
      shares to Company. 

    


    c. Employee
      Benefits.
      The
      Company shall pay for health insurance for Employee if so desired and make
      health insurance available for Employee’s family, at Employee’s sole expense.


    


    d. Business
      Expense Reimbursement.
      During
      the Term or any Renewal Term, of employment, the Employee shall be entitled
      to
      receive proper reimbursement for all reasonable, out-of-pocket expenses incurred
      by the Employee (in accordance with the policies and procedures established
      by
      the Company for its executive officers) in performing services hereunder,
      provided the Employee properly accounts therefor and provided further that
      any
      expense in excess of $100 or in the aggregate of $500 must be approved in
      advance by the Chief Executive Officer.

    


    e. Vacation.
      During
      each fiscal year with the Company, the Employee shall be entitled to ONE (1)
      WEEK paid vacation to be utilized or paid for each year (without accrual or
      carry over into the following year); provided however, that the Employee shall
      evidence reasonable judgment with regard to appropriate vacation scheduling
      in
      regard to the business affairs and operations of the Company and its
      subsidiaries.

     

    
      
         

      

      
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    5.  Consequences
      of Termination of Employment.

    


    a. Death.
      In the
      event of the death of the Employee during the Term or Renewal Term of the
      Agreement, this Employment Agreement is automatically terminated. 

    


    b. Termination
      by the Company for Cause.
      

    


    i. Nothing
      herein shall prevent the Company from terminating Employment for "Cause," as
      hereinafter defined. The Employee shall continue to receive salary only for
      the
      period ending with the date of such termination as provided in this Section
      5
      (b). Any rights and benefits the Employee may have in respect of any other
      compensation shall be determined in accordance with the terms of such other
      compensation arrangements or such plans or programs. 

    


    ii. "Cause"
      shall mean (A) committing or participating in an injurious act of fraud, gross
      neglect, misrepresentation, embezzlement or dishonesty against the Company;
      (B)
      committing or participating in any other injurious act or omission wantonly,
      willfully, recklessly or in a manner which was grossly negligent against the
      Company, monetarily or otherwise; (C) engaging in a criminal enterprise
      involving moral turpitude; (D) an act or acts (I) constituting a felony under
      the laws, rules or regulations of the United States, any state thereof or any
      association or other regulatory agency or (II) if applicable, loss of any state
      or federal license required for the Employee to perform the Employee's material
      duties or responsibilities for the Company; (E) a breach of any representation,
      warranty, covenant or agreement contained herein, including any assignment
      of
      this Agreement by the Employee in violation of Section 12 of this Agreement;
      (F)
      a conflict in the business philosophy of the Employee with the needs, interests
      and/or business philosophy of the Company, as determined in the sole discretion
      of the Board of Directors of the Company; or (G) any other action as determined
      by the Board of Directors and/or the Chief Executive Officer of the Company
      to
      not be in the best interests of the Company.

    


    iii. Notwithstanding
      anything else contained in this Agreement, this Agreement will not be deemed
      to
      have been terminated for Cause unless and until there shall have been delivered
      to the Employee a notice of termination stating that the Employee committed
      one
      of the types of conduct set forth in this Section 5(b) contained in this
      Agreement and specifying the particulars thereof and the Employee shall be
      given
      a ten (10) day period to cure such conduct set forth in Section
      5(b)(ii)(D)(II).

     

    
      
         

      

      
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    c. Termination
      by the Company Other than for Cause.
      The
      foregoing notwithstanding, the Company may terminate the Employee's employment
      for whatever reason it deems appropriate; provided, however, that in the event
      such termination is not based on Cause, as provided in Section 5(b) above,
      the
      Company may terminate this Agreement upon giving thirty (30) days prior written
      notice. During such thirty (30) day period, the Company shall continue to
      compensate the Employee in accordance with this Agreement. 

    


    d. Voluntary
      Termination.
      In the
      event the Employee terminates the Employee's employment on the Employee's own
      volition prior to the expiration of the Term or Renewal Term of this Agreement,
      such termination shall constitute a voluntary termination and in such event
      the
      Employee shall be limited to the same rights and benefits as provided in
      connection with a termination for Cause as provided in Section
      5(b).

    


    6.  Covenant
      Not to Compete and Non-Disclosure of Information.

    


    a. Covenant
      Not to Compete.
      The
      Employee acknowledges and recognizes the highly competitive nature of the
      Company's Business and the goodwill, continued patronage, and specifically
      the
      names and addresses of the Company's Clients (as hereinafter defined) constitute
      a substantial asset of the Company having been acquired through considerable
      time, money and effort. Accordingly, in consideration of the execution of this
      Agreement, the Employee agrees to the following:

    


    i. That
      during the Restricted Period (as hereinafter defined) and within the Restricted
      Area (as hereinafter defined), the Employee will not, individually or in
      conjunction with others, directly or indirectly, engage in any Business
      Activities (as hereinafter defined), whether as an employee, officer, director,
      proprietor, employer, partner, independent contractor, investor (other than
      as a
      holder solely as an investment of less than one percent (1%) of the outstanding
      capital stock of a publicly traded corporation), consultant, advisor, agent
      or
      otherwise.

    


    ii. That
      during the Restricted Period and within the Restricted Area, the Employee will
      not, directly or indirectly, compete with the Company by soliciting, inducing
      or
      influencing any of the Company's clients which have a business relationship
      with
      the Company at the time during the Restricted Period to discontinue or reduce
      the extent of such relationship with the Company.

    


    iii. That
      during the Restricted Period and within the Restricted Area, the Employee will
      not (A) directly or indirectly recruit, solicit or otherwise influence any
      employee or agent of the Company to discontinue such employment or agency
      relationship with the Company, or (B) employ or seek to employ, or cause or
      permit any business which competes directly or indirectly with the Business
      Activities of the Company (the "Competitive Business") to employ or seek to
      employ for any Competitive Business any person who is then (or was at any time
      within six (6) months prior to the date Employee or the Competitive Business
      employs or seeks to employ such person) employed by the Company.

     

    
      
         

      

      
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    iv. That
      during the Restricted Period the Employee will not interfere with, or disrupt
      or
      attempt to disrupt any past, present or prospective relationship, contractual
      or
      otherwise, between the Company and any customer, employee or agent of the
      Company.

    


    b. Non-Disclosure
      of Information.
      The
      Employee acknowledges that the Company's trade secrets, private or secret
      processes, methods and ideas, as they exist from time to time, customer lists
      and information concerning the Company's services, training methods,
      development, technical information, marketing activities and procedures, credit
      and financial data concerning the Company and/or the Company's Clients (the
      "Proprietary Information") are valuable, special and unique assets of the
      Company, access to and knowledge of which are essential to the performance
      of
      the Employee hereunder. In light of the highly competitive nature of the
      industry in which the Company's business is conducted, the Employee agrees
      that
      all Proprietary Information, heretofore or in the future obtained by the
      Employee as a result of the Employee's association with the Company, shall
      be
      considered confidential.

    


    In
      recognition of this fact, the Employee agrees that the Employee, during the
      Restricted Period, will not use or disclose any of such Proprietary Information
      for the Employee's own purposes or for the benefit of any person or other entity
      or organization (except the Company) under any circumstances unless such
      Proprietary Information has been publicly disclosed generally or, unless upon
      written advice of legal counsel reasonably satisfactory to the Company, the
      Employee is legally required to disclose such Proprietary Information. Documents
      (as hereinafter defined) prepared by the Employee or that come into the
      Employee's possession during the Employee's association with the Company are
      and
      remain the property of the Company, and when this Agreement terminates, such
      Documents shall be returned to the Company at the Company's principal place
      of
      business, as provided in the Notice provision (Section 8) of this
      Agreement.

    


    c. Documents.
      "Documents" shall mean all original written, recorded, or graphic matters
      whatsoever, and any and all copies thereof, including, but not limited to:
      papers; books; records; tangible things; correspondence; communications; telex
      messages; memoranda; work-papers; reports; affidavits; statements; summaries;
      analyses; evaluations; client records and information; agreements; agendas;
      advertisements; instructions; charges; manuals; brochures; publications;
      directories; industry lists; schedules; price lists; client lists; statistical
      records; training manuals; computer printouts; books of account, records and
      invoices reflecting business operations; all things similar to any of the
      foregoing however denominated. In all cases where originals are not available,
      the term "Documents" shall also mean identical copies of original documents
      or
      non-identical copies thereof.

     

    
      
         

      

      
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    d. Company's
      Clients.
      The
      "Company's Clients" shall be deemed to be any persons, partnerships,
      corporations, professional associations or other organizations for whom the
      Company has performed or discussed performing Business Activities.

    


    e. Restrictive
      Period.
      The
      "Restrictive Period" shall be deemed to be THREE (3) years following termination
      of this Agreement.

    


    f. Restricted
      Area.
      The
      Restricted Area shall be deemed to mean within, Palm Beach County, Broward
      County, Dade County and Monroe County, Florida and within any other county
      of
      any state in which the Company is providing service or has a client at the
      time
      or within six (6) months of termination.

    


    g. Business
      Activities.
      "Business Activities" shall be deemed to include any general trust business
      activities and any additional activities which the Company or any of its
      affiliates may engage in during the Term or any Renewal Term of this
      Agreement.

    


    h. Covenants
      as Essential Elements of this Agreement.
      It is
      understood by and between the parties hereto that the foregoing covenants
      contained in Sections 6 (a) and (b) are essential elements of this Agreement,
      and that but for the agreement by the Employee to comply with such covenants,
      the Company would not have agreed to enter into this Agreement. Such covenants
      by the Employee shall be construed to be agreements independent of any other
      provisions of this Agreement. The existence of any other claim or cause of
      action, whether predicated on any other provision in this Agreement, or
      otherwise, as a result of the relationship between the parties shall not
      constitute a defense to the enforcement of such covenants against the Employee.
      In the event Employee shall be in violation of the aforementioned restrictive
      covenants, the time limitation thereof with respect to the defaulting party
      shall be extended for a period of time equal to the period of time during which
      breach or breaches should occur; and in the event Company should require or
      seek
      relief from breach in any court or other tribunal, any covenant shall be
      extended for a period of time equal to the pendency of such proceeding,
      including appeals thereof.

    


    i. Survival
      After Termination of Agreement.
      Notwithstanding anything to the contrary contained in this Agreement, the
      covenants in Sections 6 (a) and (b) shall survive the termination of this
      Agreement and the Employee's employment with the Company.

     

    
      
         

      

      
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    j. Remedies.

    


    i. The
      Employee acknowledges and agrees that the Company's remedy at law for a breach
      or threatened breach of any of the provisions of Section 6 (a) or (b) herein
      would be inadequate and the breach shall be per se deemed as causing irreparable
      harm to the Company. In recognition of this fact, in the event of a breach
      by
      the Employee of any of the provisions of Section 6(a) or (b), the Employee
      agrees that, in addition to any remedy at law available to the Company,
      including, but not limited to monetary damages, all rights of the Employee
      to
      payment or otherwise under this Agreement and all amounts then or thereafter
      due
      to the Employee from the Company under this Agreement may be terminated and
      the
      Company, without posting any bond, shall be entitled to obtain, and the Employee
      agrees not to oppose the Company's request for equitable relief in the form
      of
      specific performance, temporary restraining order, temporary or permanent
      injunction or any other equitable remedy which may then be available to the
      Company.

    


    ii. The
      Employee acknowledges that the granting of a temporary injunction, temporary
      restraining order or permanent injunction merely prohibiting the use of
      Proprietary Information would not be an adequate remedy upon breach or
      threatened breach of Section 6 (a) or (b) and consequently agrees, upon proof
      of
      any such breach, to the granting of injunctive relief prohibiting any form
      of
      competition with the Company. Nothing herein contained shall be construed as
      prohibiting the Company from pursuing any other remedies available to it for
      such breach or threatened breach.

    


    7.  Withholding.
      Anything to the contrary notwithstanding, all payments required to be made
      by
      the Company hereunder to the Employee or the Employee's estate or beneficiaries
      shall be subject to the withholding of such amounts, if any, relating to tax
      and
      other payroll deductions as the Company may reasonably determine it should
      withhold pursuant to any applicable law or regulation. In lieu of withholding
      such amounts, the Company may accept other arrangements pursuant to which it
      is
      satisfied that such tax and other payroll obligations will be satisfied in
      a
      manner complying with applicable law or regulation.

    


    8.  Notices.
      Any
      notice required or permitted to be given under the terms of this Agreement
      shall
      be sufficient if in writing and if sent postage prepaid by registered or
      certified mail, return receipt requested; by overnight delivery; by courier;
      or
      by confirmed telecopy, in the case of the Employee to the Employee's residence
      as set forth in the first paragraph of this Agreement or as shown on the records
      of the Company, or in the case of the Company, to its principal office as set
      forth in the first paragraph of this Agreement, or at such other place as it
      may
      designate. 

     

    
      
         

      

      
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    9.  Waiver.
      Unless
      agreed in writing, the failure of either party, at any time, to require
      performance by the other of any provisions hereunder shall not affect its right
      thereafter to enforce the same, nor shall a waiver by either party of any breach
      of any provision hereof be taken or held to be a waiver of any other preceding
      or succeeding breach of any term or provision of this Agreement. No extension
      of
      time for the performance of any obligation or act shall be deemed to be an
      extension of time for the performance of any other obligation or act
      hereunder.

    


    10.  Completeness
      and Modification.
      This
      Agreement constitutes the entire understanding between the parties hereto
      superseding all prior and contemporaneous agreements or understandings among
      the
      parties hereto. This Agreement may be amended, modified, superseded or canceled,
      and any of the terms, covenants, representations, warranties or conditions
      hereof may be waived, only by a written instrument executed by the parties
      or,
      in the case of a waiver, by the party to be charged.

    


    11.  Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original but all of which shall constitute but one agreement.

    


    12.  Binding
      Effect/Assignment.
      This
      Agreement shall be binding upon the parties hereto, their heirs, legal
      representatives, successors and assigns. This Agreement shall not be assignable
      by the Employee but shall be assignable by the Company in connection with the
      sale, transfer or other disposition of its business or to any of the Company's
      affiliates controlled by or under common control with the Company.

    


    13.  Governing
      Law.
      This
      Agreement shall become valid when executed and accepted by Company. The parties
      agree that it shall be deemed made and entered into in the State of Florida
      and
      shall be governed and construed under and in accordance with the laws of the
      State of Florida. Anything in this Agreement to the contrary notwithstanding,
      the Employee shall conduct the Employee's business in a lawful manner and
      faithfully comply with applicable laws or regulations of the state, city or
      other political subdivision in which the Employee is located.

    


    14.  Further
      Assurances.
      All
      parties hereto shall execute and deliver such other instruments and do such
      other acts as may be necessary to carry out the intent and purposes of this
      Agreement.

    


    15.  Headings.
      The
      headings of the sections are for convenience only and shall not control or
      affect the meaning or construction or limit the scope or intent of any of the
      provisions of this Agreement.

     

    
      
         

      

      
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    16.  Survival.
      Any
      termination of this Agreement shall not, however, affect the ongoing provisions
      of this Agreement which shall survive such termination in accordance with their
      terms.

    


    17.  Severability.
      The
      invalidity or unenforceability, in whole or in part, of any covenant, promise
      or
      undertaking, or any section, subsection, paragraph, sentence, clause, phrase
      or
      word or of any provision of this Agreement shall not affect the validity or
      enforceability of the remaining portions thereof.

    


    18.  Enforcement.
      Should
      it become necessary for any party to institute legal action to enforce the
      terms
      and conditions of this Agreement, the successful party will be awarded
      reasonable attorneys' fees at all trial and appellate levels, expenses and
      costs.

    


    19.  Venue.
      Company
      and Employee acknowledge and agree that Palm Beach County, Florida, shall be
      the
      venue and exclusive proper forum in which to adjudicate any case or controversy
      arising either, directly or indirectly, under or in connection with this
      Agreement and the parties further agree that, in the event of litigation arising
      out of or in connection with this Agreement, they will not contest or challenge
      the jurisdiction or venue of these courts.

    


    20.   Attorneys’
      Fee.
      In the
      event either party is required to enforce the terms of this agreement, the
      prevailing party in litigation shall be entitled to reimbursement for its
      reasonable attorneys’ fees and costs expended furtherance thereof.

    


    21.  Construction.
      This
      Agreement shall be construed within the fair meaning of each of its terms and
      not against the party drafting the document.

    


    


    THE
      EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS READ ALL OF THE TERMS OF THIS
      AGREEMENT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, UNDERSTANDS THE
      AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND CONDITIONS.

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of date set forth
      in the first paragraph of this Agreement. 

    


     

    


    INTERACTIVE
      GAMES, INC.

    


    Witness:

    


    


    ______________________ 
By:
       ________________________________

                                                                 
      Michele
      Friedman

                                                                 
      Its: Chairman
      

    


     

    Witness:

    


     

    ______________________    ________________________________

                                                           
       HENRY
      FONG

     

     

     

    
      
         

      

      
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