Employment Agreement between the Company and Clifford Lerner


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the “Agreement”) is made as of December 13, 2006, between
      Etwine Holdings, Inc. (“Etwine” or “the Company”), a Delaware Corporation at 366
      North Broadway Suite 41042, Jericho, NY 11753.and
      Clifford Lerner, (“Employee”) c/o Etwine Holdings, Inc., 366
      North
      Broadway Suite 41042, Jericho, NY 11753. 

    


    BACKGROUND

    


    The
      Company and Employee are desirous of setting forth the terms and conditions
      of
      the employment by the Company of the Employee. In consideration of the mutual
      covenants and agreements contained herein, the parties, intending to be legally
      bound, do hereby agree as follows:

    


    	1.  	
            Title:
              Employee shall have the title of President and Chief Executive Officer
              of
              Etwine. In addition, Employee shall serve, if duly elected, as a member,
              and Chairman, of the Board of Directors of
              Etwine.

          


    


    	2.  	
            Term:
              Subject to the terms and conditions hereof, the Company agrees to employ
              Employee and Employee agrees to serve the Company as President and
              Chief
              Executive Officer from the date hereof until December 1, 2007. At such
              time, the term of employment may be automatically extended for an
              additional three year period on terms no less favorable than those
              contained in this Employment Agreement; provided, however, that either
              party may terminate this Agreement at the end of its initial term or
              any
              subsequent annual term by giving six (6) months prior written notice
              of
              his/its election to do so.

          


    


    	3.  	
            Services
              to be Rendered by the Employee; Duties
              and Responsibilities and
              Span of Authority and Control:
              Employee agrees to serve the Company as President and Chief Executive
              Officer, and, if duly elected, as a member, and Chairman, of the Board
              of
              Directors of the Company. Employee shall have the duties and privileges
              customarily associated with an executive occupying such roles, and
              shall
              perform all reasonable acts customarily associated with such roles,
              or
              necessary and/or desirable to protect and advance the best interests
              of
              the Company. Employee will report to the Board of Directors on matters
              involving policy and long-term strategic issues, specifically such
              things
              as the annual budget and strategic plan, developing and executing
              incentive compensation plans and sales compensation plans for all
              employees, major joint venture or merger/acquisition agreements. In
              such
              capacity, Employee shall perform such acts and carry out such duties,
              and
              shall in all other respects serve the Company faithfully and to the
              best
              of his ability. Specific areas where Employee shall have complete
              operating responsibility and authority are as follows: staffing, finance
              and financial reporting, marketing and sales including all aspects
              of
              advertising sales and product positioning, marketing and promotion,
              sales
              and marketing, research, design and graphics product development for
              the
              web sites and publications (print and electronic) associated with the
              Company’s business. The Employee will solicit the input of the Board of
              Directors on matters of long-term strategy and company direction, but
              with
              respect to day-to-day operations and management, the Employee shall
              have
              absolute and complete authority, control and
              responsibility.

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    	4.  	
            Compensation:
              Upon
              the execution of this Agreement, Employee shall receive options to
              purchase one million five hundred thousand shares of the Company’s Common
              Stock at a price of $0.40. These options shall vest immediately and
              shall
              be exercisable by the Employee at any time until the year 2012.
              

          


    
 

    	5.  	
            Reimbursement
              of Expenses:
              The Company understands that the nature of Employee’s work requires
              frequent travel away from the office. Accordingly, the Company shall
              reimburse Employee for any and all reasonable out-of-pocket cash expenses
              incurred on behalf of the Company. This includes, but is not limited
              to,
              reimbursement to such business-related costs as the Employee’s travel,
              accommodations, automobile leasing or financing, cellular phone and
              automobile insurance expenses, along with reasonable expenses for gas,
              oil, tire replacement and repairs. In addition, the Company will also
              reimburse Employee for all reasonable entertainment and other related
              expenses wholly, exclusively and necessarily incurred by Employee in
              the
              discharge of his duties hereunder, in accordance with the Company’s normal
              practice. The Company shall provide Employee with an American Express
              Corporate Card (or similar card) in this regard. The Company will also
              pay
              for the cost of Employee’s membership in an accredited health and fitness
              facility and the cost of a complete annual physical exam for each year
              employee is employed by the Company. 

          


    


    	6.  	
            Time
              to be Devoted by Employee:
              Employee agrees to devote his business time, attention and efforts
              to the
              business of the Company and to use his best efforts to promote the
              interests of the Company. Employee shall be permitted to serve on the
              Board of Directors or Trustees or similar management bodies of other
              companies or entities that will, in the judgment of the Employee, be
              of
              benefit to the Company.

          


    


    	7.  	
            Termination:
              Employment
              of the Employee under this Agreement will immediately terminate upon
              the
              happening of the following events:

          


    


    (i) The
      mutual agreement of the Employee and the Company, as indicated in a writing
      signed and notarized, by and between the parties.

    


    (ii) The
      death
      of the Employee. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	 	
              (iv)

            	
              Disability.
                If, as a result of the Employee’s incapacity due to physical or mental
                illness, he shall have been absent from his duties and responsibilities
                under this Agreement for the entire period of one-hundred-eighty
                (180)
                consecutive business days or for an aggregate period of two-hundred-ten
                (210) business days during a consecutive period of two-hundred-seventy
                (270) business days, the Company may elect to terminate the Employee’s
                employment.

            


    

     

    (iv) The
      dissolution and liquidation of the Company (other than as part of a
      reorganization, merger, consolidation or sale of all or substantially all of
      the
      assets of the Company in connection with which the business of the Company
      is
      continued).

    


    (vi) By
      the
      Company for Just Cause. For purposes of this Agreement "Just Cause" shall mean
      only the following: (i) a final non-appealable conviction of or a plea of guilty
      or nolo
      contendere
      by the
      Employee to a felony or misdemeanor involving fraud, embezzlement, theft,
      dishonesty or other criminal conduct against the Company; or (ii) habitual
      neglect of the Employee 's duties or failure by the Employee to perform or
      observe any substantial lawful obligation of such employment that is not
      remedied within thirty (30) days written notice thereof from the Company or
      its
      Board of Directors; or (iii) any material breach by the Employee of this
      Agreement. 

    


    (vii) Change
      in Control. In
      the
      event that there is a change in control of the Company as a result of a
      reorganization, merger, consolidation, or sale of all or substantially all
      of
      the assets of the Company, in connection with which the business of the Company
      is continued, Employee shall have the right to resign his position and be
      released from his obligations under this Agreement. If Employee elects to
      exercise that right, the Company shall be obligated to pay the Employee the
      compensation provided for in Section 14 of this Agreement.

    


    (viii) Resignation. Employee
      shall have the right to resign from his position with the Company at any time;
      however, all obligations of the Company to the Employee shall immediately cease
      as of the effective date of any such resignation.

    


    (ix)  If
      Employee’s employment is terminated other than for Just Cause, as defined in
      Section 7 (vi), or his death or disability, Employee shall be entitled to
      severance payments equal to the annual compensation amounts for each of the
      remaining years of this Agreement due and owing to him under the terms of this
      Agreement, plus a minimum of two year’s base compensation, plus any prorated
      share of incentive compensation and stock options associated with any “sign on
      bonus” or earned under an incentive/performance plan, if any, earned by him.
      Such calculation is to be made by the Company’s independent auditors and
      reviewed and approved by the Board of Directors within thirty days of
      termination. In addition, any stock options to be issued under the incentive
      stock option plan or otherwise under this Agreement will vest immediately,
      and
      the Employee may exercise these options at his discretion, and the Company
      will
      provide the financing necessary for the Employee to exercise such options in
      the
      form of a non-interest bearing loan. In addition, if Employee’s employment is
      terminated other than for Just Cause, or his death or disability, the Employee
      may, at his sole discretion, put all of his shares to the Company, and the
      Company shall be obliged to purchase such shares for the fair market value
      at
      the time such put is exercised by Employee

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    	8.  	
            Employee
              Benefit Plans and Vacation:
              Employee shall be entitled to participate in all formal retirement,
              insurance, health care and disability plans that are in existence or
              may
              be adopted by the Company. Employee shall be entitled to vacation and
              personal days totaling not more than twenty-six working days in each
              fiscal year of the Company, such vacation days to be taken at times
              mutually agreeable to the Company and the
              Employee

          


    


    	9.  	
            Indemnification:
              The Company will indemnify and hold harmless Employee with respect
              to any
              liability, damage, cost or expense incurred in connection with the
              defense
              of any action, suit or proceeding to which he is a party, or threat
              thereof, by reason of his being or having been an officer or director
              of
              the Company or any affiliate of the Company, to the extent permitted
              by
              applicable law; provided, however, that this indemnity shall not apply
              if
              the Employee is determined by a court of competent jurisdiction to
              have
              acted against the interests of the Company with gross negligence, gross
              misconduct, or gross malfeasance.

          


    


    	10.  	
            Non-Competition:
              Employee agrees that while in the employ of the Company and, if this
              Agreement is terminated on account of Employee’s breach hereof, for a
              period of two years after termination of his employment, Employee will
              not
              directly or indirectly, as principal or agent, own, manage, operate,
              participate in or be employed or otherwise interested in, or connected
              in
              any manner with, any person, firm, corporation of other enterprise
              which
              is directly competitive, and wholly unaffiliated, with the Company
              or any
              of its affiliates. Nothing contained herein shall be construed as denying
              Employee the right to own securities of any corporation which is listed
              on
              a securities exchange, foreign or domestic, or quoted on the NASDAQ
              System
              to an extent of an aggregate of 5% of the outstanding share of such
              securities. In the event that the Company ceases doing business or
              files
              for Chapter 7 bankruptcy relief, Employee shall be wholly relieved of his
              duties of non-disclosure and non-competition with the Company.
              

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    	11.  	
            Confidentiality:
              Employee agrees that while he is in the employ of the Company and at
              all
              times thereafter, or otherwise in connection with the provisions hereof,
              he will not directly or indirectly make use of, divulge to any person,
              firm, corporation or entity or business organization and he shall use
              his
              best efforts to prevent the disclosure or publication of any information
              concerning the business, accounts, finances or the methods of doing
              business used by the Company, or of the dealings, transactions, or
              affairs
              of the Company which have or may have come to the attention and knowledge
              of Employee during his employment, unless such disclosure is in the
              best
              interests of the Company or is required by federal, state or local
              law or
              by Court order. Employee shall use his best professional judgment with
              respect to this sensitive area, giving due weight and consideration
              to how
              business affairs are conducted in the publishing and communications
              industry. The provisions this section shall survive the termination
              of
              Employee’s employment. 

          


    


    	12.  	
            Non-Interference:
              Employee agrees that he will not for a period of two years following
              the
              termination of his employment, (i) endeavor or attempt, directly of
              indirectly, to induce any person, firm corporation or enterprise which
              is
              competitive with the Company, and which shall have been at any time
              during
              his employment by the Company a customer or client of the Company,
              either
              to cease dealing with the Company or to deal with any other person,
              firm,
              corporation, enterprise or institution or (ii) deal in any way as
              principal or agent or in any other capacity with any such client or
              (iii)
              solicit the employment of any employee of the Company on behalf of
              any
              firm, corporation, enterprise or business organization or otherwise
              interfere with the employment relationship between any employee or
              offer
              of the Company and the Company. The provisions of this section shall
              survive the expiration of this agreement.


          


    


    	13.  	
             Remedies:
              Upon any material breach of any provision of this Agreement, the Company
              and or the Employee, as the case may be, shall be entitled, if he/it
              so
              elects, to institute and prosecute proceedings at law or in equity
              to
              obtain damages with respect to such breach or to enforce the specific
              performance of this Agreement by the other party or to enjoin the other
              party from engaging in any activity in violation of any provision of
              this
              Agreement. Notwithstanding the foregoing, the Company understands that
              Employee has made his reputation and living in the publishing industry
              and
              nothing herein contained is intended to prevent Employee from working
              in
              this industry except that he shall not, for the period contemplated
              in
              this Agreement, compete directly with the Company in the area of
              publications directed at parents of children with disabilities for
              such
              period.

          


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    	14.  	
            Non-Assignability.
              This Agreement is personal and non-assignable by Employee. It shall
              extend
              to, and be binding upon any corporation or other entity, other than
              an
              affiliate of the Company, with which the Company shall merge or
              consolidate or to which the Company shall sell, transfer, assign, lease
              all, or substantially all of its assets to a third party or a majority
              of
              the voting capital stock of the Company is transferred to a third party
              who currently does not hold a majority of the voting capital stock
              of the
              Company (or related party), (a “Change of Control event”). In the event
              Employee is terminated as a consequence of a Change of Control Event,
              Employee shall be entitled to receive, in addition to the amount payable
              under Section 7, (i) the full value of compensation remaining on the
              Agreement or one year’s base salary whichever is greater; (ii) any portion
              of any earned incentive/bonus compensation payable in a lump sum within
              thirty (30) days of termination; (iii) reimbursement of all outstanding
              expenses including health care, auto, etc.; (iv) upon presentation
              of
              reasonable documentation and support for such expenses, up to $50,000.00
              in out-placement fees to be used in connection with Employee’s search for
              new employment and (v) continuation of all Employee benefits up to
              the
              time Employee finds new employment or for a period of two years following
              such termination, whichever first occurs.

          


    


    	15.  	
            Notices:
              All notices to be given under this Agreement shall be deemed duly given
              when delivered personally in writing or mailed, certified mail, return
              receipt requested, postage prepaid, and addressed as
              follows:

          


    


    If
      to be
      given to the Company:

    


     
      Etwine Holdings, Inc.

    366
      North
      Broadway

    Suite
      41042

    Jericho,
      NY 11753

     
      Attention: Clifford Lerner 

    


    If
      to be
      given to the Employee:

    


     
      Clifford Lerner

    366
      North
      Broadway

    Suite
      41042

    Jericho,
      NY 11753

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    	16.  	
            Miscellaneous:
              This Agreement may not be changed or modified, nor can any provision
              of
              this Agreement be waived, except by an instrument in writing duly signed
              by the party to be charged. This Agreement shall be interpreted, governed
              by and controlled by the internal laws of the State of New Jersey without
              reference to principles of conflict of laws. This Agreement shall continue
              in effect in the event of a Change of Control Event as defined above
              in
              this Agreement, and in the event of a sale or transfer of any significant
              assets of the Company, acquisition of the company, or merger with another
              business or entity.

          


    


    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been executed as of the date and year first above
      written.

    


    


    SIGNATURE
      PAGE

    
                              
The
“Company”

    


       
      Attest:                       
Etwine
      Holdings, Inc. 

    


    _____________________  _________________________ 

    Secretary           Name:
      Clifford Lerner

                         Title:
      President and Chief Executive
      Officer

     

                                   The
“Employee”

    


    _____________________  _____________________________

    Witness                     
Clifford
      Lerner