Exhibit 10.1






  
   Exhibit 10.1


THIS AGREEMENT made as of the 17
day of January, 2008

B E T W E E N:

COMMUNICATE.COM INC., 
a
corporation incorporated under the laws of 
the State of Nevada, U.S.A.

(hereinafter called the
“Company”)

OF THE FIRST PART

- and –

CAMERON PAN 
of the City of
Vancouver, in the Province of British Columbia, 
Canada

(hereinafter called the
“Executive”)

OF THE SECOND PART

     WHEREAS the Company and
the Executive entered into an agreement (the “Employment Agreement”)
dated as of May 16, 2007 pursuant to which the Company has been employing the
Executive as therein provided;

     AND WHEREAS the parties
hereto wish to amend the Employment Agreement as herein set out;

     NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and the terms and
conditions herein contained, the parties hereto covenant and agree with each
other that the Employment Agreement be amended effective as of January 31, 2008
(the “Effective Date”) as follows:

1.      Sections 2, 3, 5 and 6 of the
Employment Agreement and the definitions of “Benefits”, “Board”, “Business Day”,
“Change of Control of the Company”, “Disability”, “Effective Date”, “Employment
Period”, “Just Cause” and “Termination without Cause or Terminated without
Cause” set out in Section 1 of the Employment Agreement, be deleted.

2.     
(a)       As of the Effective Date, the Executive
shall resign as the Chief Financial Officer and employee of the Company.

   
     (b)      Upon the
resignation of the Executive as set forth in subsection 2(a) above, the Company
will pay the Executive on February 1, 2008 the amount of $248,000, represented
by $158,400 of severance allowance, $79,200 of accrued bonus and $10,400 for
other benefits, less any amounts as are required by law to be withheld and
deducted at source which shall be remitted by the Company to the requisite
governmental authority or agency (the “Statutory Deductions”). In
addition, the Company shall also pay to the Executive at the same time:




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	 	(i) 	all outstanding vacation pay owing up to the Effective Date; 
	 	 	 
	 	(ii) 	any earned but unpaid salary owing up to the Effective Date, less the
      applicable Statutory Deductions; and 
	 	 	 
	 	(iii) 	any business expenses properly incurred by the Executive up to the
      Effective Date by way of reimbursement. 


     (c) The obligation of the Company
to make the payments to the Executive as provided in subsection 2(b) above is
subject to the Executive having executed and delivered to the Company in its
favour a full and final release of all claims of whatsoever nature existing as
of the Effective Date with respect to his employment and the termination thereof
as herein provided.

3.         For the
period commencing on February 1, 2008 and continuing to and including April 30,
2008 (the “Term”), the Company shall pay the Executive and the Executive
shall make himself available, as a consultant for a daily fee of $750 or as the
case may be, acting reasonably, for an hourly rate of $120, to assist in the day
to day operations of the Company, the transition of duties from the Executive to
others that may be designated by the Company. The Executive shall report to the
Chief Executive Officer of the Company and shall perform or fulfil his duties
and responsibilities hereunder as such Chief Executive Officer may reasonably
designate from time to time and as are reasonably consistent with the
Executive’s new position and post employment plans. It is understood by the
parties hereto that the Executive plans on being away March 15th to
31st, 2007 and that for that period his time commitment will be
limited to responding in the most timely fashion possible, to emails only During
the Term and thereafter should the Parties agree, the Executive hereby agrees to
be retained by the Company as heretofore set out and shall faithfully, honestly
and diligently serve the Company and use his best efforts to promote the
interests of the Company. The Executive further agrees to be available to
provide his services up to a maximum of 10 day per month during the Term with
the exception of March 15th to 31st 2007 as mentioned
above.

4.         Other than
as provided herein, all of the terms and conditions of the Employment Agreement
shall remain in full force and effect.

     IN WITNESS WHEREOF this
agreement has been executed by the parties hereto as of the day and year first
above written.

	  	  	COMMUNICATE.COM INC. 
	  	  	  
	  	  	  
	  	  	Per: /s/ C. Geoffrey Hampson 
	SIGNED, SEALED AND 	) 	  
	DELIVERED in the 	) 	/s/ Cameron Pan 
	presence of: 	) 	______________________  
	  	) 	CAMERON PAN