Unassociated Document


    Atwood
Minerals & Mining Corp.

    1400
OLD COUNTRY ROAD, SUITE 206

    WESTBURY,
NEW YORK 11590

    


    


    


    As of
April __, 2010

    


    Jonathan
Kossman

    Slades
Paddock

    East
Coker, Yeovil, Somerset BA22 9JY

    


    


    Dear Mr.
Kossman:

    


    We are
delighted to extend to you this offer of full time employment with Atwood
Minerals & Mining Corp., a Nevada corporation (the “Company”), as
President – Phreadz division.  The purpose of this letter is to inform
you of the terms of this full time employment offer, including reporting
relationships, compensation and employee benefits.  This letter
supersedes any and all other offers and agreements made to you either verbally
or in writing, each of which, if any, shall be deemed automatically terminated
and of no further force or effect upon your execution of this offer
letter.

    


    
      	
              POSITION: 

            	
              “President
      – Phreadz division”

            


    

    


    You will
be employed in the position noted above.  You shall perform your
duties consistent with your experience and abilities in furtherance of the
Company’s interests and shall devote your full business time, attention, skill
and energy to the business and affairs of the Company during the Term and the
Company will be entitled to all of the benefits and profits arising from or
incident to all such work and services.

    


    
      	
              REPORTS
    TO:

            	
              The
      Company’s Board of Directors and Chief Executive
  Officer.

            


    

    


    
      	
              TERM:

            	
              The
      initial term of this employment shall commence on April __, 2010 and shall
      continue thereafter for a period of two (2) years unless earlier
      terminated pursuant to the terms hereof.  Upon expiration of the
      initial term, this employment letter shall automatically renew for
      successive one (1) year periods unless either party terminates this
      employment by written notice at least thirty (30) days prior to the
      expiration of the then applicable term.  The initial term and
      any renewal thereof are referred to herein as the
  “Term.”

            


    

    


    
      	
              BASE
    SALARY:

            	
              This
      is an exempt position, which means this is a salaried
      position.  As of the Effective Date, you will receive a base
      monthly salary of Ten Thousand Dollars ($10,000) (the “Base Salary”),
      and payable in accordance with the Company’s standard pay periods, and
      subject to all applicable state and Federal taxes and
      withholdings.

            


    

    


    
      	
              CASH
    BONUS:

            	
              You
      will be eligible to receive a cash bonus, at the discretion of the
      Company’s Board of Directors based on criteria to be established by the
      Board.

            


    

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
      	
              REPRESENTATIONS:

            	
              You
      hereby acknowledge and agree that effective upon execution of this
      Agreement and the closing of the Securities Purchase Agreement by and
      among the Company, Phreadz USA LLC (“Phreadz”) and the members of Phreadz
      (the “Phreadz Purchase Agreement”) that  the Consulting
      Agreement dated May 11, 2009 by and between you and Phreadz shall be
      terminated and of no further force and effect and you hereby waive any
      rights you may have had and shall have no further rights
      thereunder.

            


    

    


    
      	
               
      

            	
              You
      hereby represent and warrant that (i) you have carefully reviewed and
      considered the risk factors discussed in the “Risk Factors” attached as
      Exhibit D to the Phreadz Purchase Agreement (which Risk Factors set forth
      the risks of the Company on a consolidated basis after giving effect to
      the consummation of both the Phreadz Purchase Agreement and the Securities
      Purchase Agreement by and among the Company, Universal Database of Music
      USA LLC and the members thereof) (ii) you have been furnished with or has
      have the opportunity to acquire, and to review copies of all of the
      Company’s publicly available documents and (iii) you understand that if
      the Company does not receive sufficient funding, it may not be able to pay
      you the compensation due under this
  Agreement.

            


    

    


    
      EQUITY
INCENTIVE

    

    
      	
              GRANTS:

            	
              Following
      the twelve (12) month anniversary of your employment with the Company, you
      will be eligible to receive future grants of equity units in the Company
      pursuant to the Company’s equity incentive plan, at the discretion of the
      Company’s board of directors, upon the satisfaction of milestones to be
      established.

            


    

    


    
      	
              BENEFITS:

            	
              You
      will, during the Term of your employment with the Company, be permitted to
      participate in such employee benefit plans of the Company that may be in
      effect from time to time and that are offered to the Company’s other
      similarly situated, full-time employees to the extent you are eligible
      under the terms of those plans.  These plans can be changed at
      the Company’s discretion and with or without the appropriate notices, if
      any, as mandated by State or Federal
Laws.

            


    

    


    
      	
              VISA
      SPONSORSHIP:

            	
              During
      the term of your employment, the Company will provide the required
      sponsorship for your H-1B Visa under the United States Immigration &
      Nationality Act.

            


    

    


    
      	
              VACATION;
      HOLIDAYS:

            	
              You
      will be entitled to two (2) weeks paid vacation time each calendar year in
      accordance with the vacation policies of the Company in effect for its
      senior executive, full-time employees from time to time.  You
      will also be entitled to the paid holidays set forth in the Company’s
      policies.

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      TERMINATION
FOR

    

    
      	
              CAUSE:

            	
              Your
      employment may be terminated for Cause.  For purposes of this
      Agreement, a termination for “Cause” shall
      mean the commission by you of an act or omission which constitutes one or
      more of the following: (a) a conviction of or pleading of no contest or
      guilty to any felony under the laws of the United States or any state or
      political subdivision thereof, (b) fraud, willful neglect, gross or
      reckless misconduct in the performance of your duties with respect to the
      Company or its affiliates or subsidiaries, (c) your willful failure to
      follow proper and reasonable instructions of the Company’s Board of
      Directors; (d) any intentional misuse or intentional disclosure by your of
      material confidential information or trade secrets of the Company (or its
      affiliates or subsidiaries thereto) for purposes not related to or
      reasonably in the best interests of the Company, as applicable, that
      adversely effects the business or affairs of the Company in a material
      manner; or (e) conduct that is a breach of fiduciary duty, self-dealing or
      conflict of interest that has a material adverse effect on the business of
      the Company and, if curable, is not cured by the Purchaser within thirty
      (30) days after receipt of written notice thereof from the
      Company.

            


    

    


    
      LOYAL
AND

    

    
      CONSCIENTIOUS

    

    
      	
              PERFORMANCE:

            	
              You
      agree that to the best of your ability and experience, you will at all
      times loyally and conscientiously perform all job duties and obligations
      to the reasonable satisfaction of the Company.  While employed
      by the Company, you will devote all of your entire business time,
      attention, skill and energy to the business of the Company and the Company
      will be entitled to all of the benefits and profits arising from or
      incident to all such work, services and advice.  You will not,
      whether directly or indirectly, render any services of a commercial or
      professional nature to any person or organization, whether for
      compensation or otherwise, without the prior written consent of the
      Company’s Board of Managers.  You will act in the best interest
      of the Company at all times.

            


    

    


    
      CONFIDENTIALITY

    

    
      	
              AGREEMENT:

            	
              Due
      to the nature of the Company’s business and investment in research,
      marketing, and sales plans, you will be required to sign the Company’s
      standard form of Employee Confidentiality and Assignment of Creative Works
      Agreement as a condition of employment in the form attached hereto as
      Exhibit
      A.  The Confidentiality Agreement shall remain in full
      force and effect in accordance with the terms thereof and shall survive
      the termination or expiration of the Term of your employment in accordance
      with its terms.

            


    

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    
      	
              NON-SOLICITATION:

            	
              You
      understand and agree that the Company’s employees and any information
      regarding the Company’s employees are confidential and constitute trade
      secrets.  Accordingly, you agree that during the Term of your
      employment, and for a period of one (1) year following the termination
      thereof, you will not, either directly or indirectly, separately or in
      association with others, interfere with, impair, disrupt or damage the
      Company’s business by soliciting or attempting to hire any of the
      Company’s employees or causing others to solicit or encourage any of the
      Company’s employees to discontinue their employment with the Company;
      provided, however, that you being named as a referral on the resume of a
      Company employee and you responding to inquiries resulting therefrom, or
      the placing of an ad or general solicitation in a newspaper or other
      media, shall not violate this section.  You agree that this
      covenant is reasonable with respect to its duration, geographical area and
      scope.  You acknowledge that your breach of the covenants
      contained in this section would cause irreparable injury to the Company
      and agree that in the event of any such breach, the Company shall be
      entitled to seek temporary, preliminary and permanent injunctive relief
      without the necessity of proving actual damages or posting any bond or
      other security.

            


    

    


    
      	
               
      

            	
              [Signature
      Page Follows]

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    Please
indicate your acceptance of our offer by signing the enclosed original of this
letter and returning it to me within five (5) calendar days.  Signing
this letter also signifies your understanding that this letter sets out our
entire agreement between you and the Company, which can only be modified by a
written agreement, signed by a duly authorized representative of the
Company.  This offer letter will be governed by and construed in
accordance with the laws of the State of California, without regard to
principles of conflicts of law.  This offer letter shall be binding
upon and inure to the benefit of the Company’s successors and
assigns.

     

    On your
first day of employment, you will be asked to verify employment eligibility for
immigration and naturalization purposes. In some instances, depending upon your
assignment, this may be required prior to actual employment date.

     

    


    We look
forward to your association with the Company.

    


    If you
have any questions please feel free to call me at the number set forth
above.


     

    
      	 	Sincerely;
	 	 	 
	 	ATWOOD MINERALS
      & MINING CORP.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Its:	 


    

     

    


    


    I hereby
agree to the terms and conditions of this Employment Offer of Atwood Minerals
& Mining Corp.

    


     

    
      	 	 
	JONATHAN
      KOSSMAN	 


    

     

    


    [Signature
Page to Offer of Employment]

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    EXHIBIT
A

    CONFIDENTIALITY
AGREEMENT

    


    (see
attached)

     

    
      
         

      

      
        6