EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (this “Agreement”),
      effective as of January 8 2006 (the “Effective
      Date”),
      is by
      and between Bruce Slywka (the “Executive”)
      and
      a21, Inc., a corporation formed under the laws of the State of Delaware (the
      “Company”
or
      “a21”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Company desires to employ the Executive, and the Executive is willing to render
      services to the Company, on the terms and subject to the conditions hereinafter
      set forth.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants, agreements and promises
      hereinafter set forth, the parties hereto covenant and agree as
      follows:

    


    1. EMPLOYMENT.
      The
      Company shall employ the Executive as its Executive Vice President, Sales and
      Marketing, and the Executive hereby accepts such employment upon the terms
      and
      subject to the conditions hereinafter set forth, commencing on the Effective
      Date and continuing until terminated pursuant to Paragraph 4 hereof (the
“Employment
      Period”).

    


    2. DUTIES.

    


    (a) The
      Executive shall report to the Company’s Chief Executive Officer, Chairman and
      Board of Directors (the “Board”).
      The
      Executive will be responsible for global sales and marketing for the Company
      and
      its subsidiaries and for such other duties as may be assigned to him from time
      to time by the Chief Executive Officer, the Chairman or the Board. The Executive
      shall perform and discharge all such duties diligently and faithfully, provided
      that such duties are consistent with the Executive’s position at the Company.
      The Executive will be based out of his home office in Bothell, Washington,
      but
      the Executive acknowledges that his position will require extensive domestic
      and
      international travel.

    


    (b) The
      Executive shall devote his full business time, attention, skills and energies
      to
      the performance of his duties hereunder and to the promotion of the business
      of
      the Company. The Executive may not, during the Employment Period, be employed
      or
      engaged in any other business activity, whether or not such activity is pursued
      for gain, profit or other pecuniary advantage, which would not allow him to
      contribute his full business time, attention, skills and energies to the
      performance of his duties hereunder and to the promotion of the business of
      the
      Company without the prior written consent of the Chairman of the Company.
      Nothing in this paragraph will be construed as preventing the Executive from
      investing his personal assets in businesses which do not compete with the
      Company and engaging in not-for-profit and civic activities that do not
      interfere with the Executive’s duties hereunder.

    


    3. COMPENSATION.

    


    (a) Salary.
      For
      services rendered by the Executive hereunder during the Employment Period,
      the
      Company shall pay Executive a base salary (the “Salary”)
      at the
      annual gross rate of One Hundred Eighty-Five Thousand Dollars ($185,000) in
      accordance with the Company’s ordinary payroll practices. An employment review
      will take place on an annual basis. Any increases in the Salary shall be
      determined on an annual basis by the Board in its sole discretion.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    (b) Signing
      Bonus.
      Within
      thirty (30) days after the beginning of the Employment Period, the Company
      shall
      pay the Executive a signing bonus of Fifteen Thousand Dollars ($15,000) in
      accordance with its ordinary payroll practices.

    


    (c) Bonus.
      During
      the Employment Period, the Executive will be eligible to receive a cash bonus
      (the “Bonus”)
      based
      on an EBITDA target for the Company (30% of total Bonus), a revenue target
      for
      the Company (30% of total Bonus) and other management objectives (40% of total
      Bonus) (the (“Targets”)).
      Within sixty (60) days after the beginning of each fiscal year beginning with
      the fiscal year ending December 31, 2007, the Board shall establish the Targets
      such that (i) upon achieving the first threshold for all of the Targets, the
      Company will pay the Executive a Bonus equal to twenty percent (20%) of the
      Salary; (ii) upon achieving the second threshold (which includes meeting the
      annual plan for all of the Targets) for all of the Targets, the Company will
      pay
      the Executive a Bonus equal to forty percent (40%) of the Salary; and (iii)
      upon
      achieving the third threshold for all of the Targets, the Company will pay
      the
      Executive a Bonus equal to sixty percent (60%) of the Salary. All Targets and
      Bonus threshold levels will be determined by the Board in its sole discretion.
      Additional Bonuses, if any, shall be determined on an annual basis or otherwise
      as determined by the Board in its sole discretion. Notwithstanding the
      foregoing, for the year ended December 31, 2007, the Company shall pay the
      Executive a minimum bonus of Twenty-Five Thousand Dollars
      ($25,000).

    


    In
      addition, and only with respect to the fiscal year ending December 31, 2007,
      the
      Company will pay the Executive an additional bonus equal to (i) 0.02 multiplied
      by (ii) (a) the Company’s net sales for the fiscal year ending December 31, 2007
      minus (b) the Net Sales Threshold. The “Net
      Sales Threshold”
will
      be
      the net sales target of the Company, as determined by the Board in its sole
      discretion, for the year ended December 31, 2007. The Net Sales Threshold will
      be determined by the Board within sixty (60) days after the beginning of the
      fiscal year ending December 31, 2007.

    


    All
      Bonuses are subject to the Company’s ordinary payroll practices and payable
      within sixty (60) days after the end of each fiscal year. Additional Bonuses,
      if
      any, shall be determined on an annual basis or otherwise as determined by the
      Board in its sole discretion.

    


    (d) Restricted
      Stock.
      Executive shall be entitled to receive, as soon as practicable following the
      Effective Date, 350,000 shares of the Company’s restricted common stock in
      accordance with a restricted stock agreement provided by the Company. 43,750
      shares of such restricted Stock shall vest on the six month anniversary of
      the
      Effective Date and the remainder shall vest in forty-two (42) equal monthly
      installments on the first day of each month thereafter such that all of such
      shares shall be vested by the forty-eighth (48th)
      month
      anniversary of the Effective Date. In addition, all unvested shares of
      restricted Stock shall vest upon a change of control, as defined in the
      restricted stock agreement provided to the Executive by the
      Company.

    


    (e) Benefits.
      During
      the Employment Period, the Company shall pay Eight Hundred Dollars ($800) per
      month (the “Benefit
      Amount”)
      of
      medical, dental, life insurance, pension or other employee benefits for the
      Executive, each as determined by the Executive, whether the Executive elects
      to
      use the benefit plans provided by the Company from time to time or otherwise.
      The Company will permit the Executive to make contributions to the Company’s
      401(k) plan, subject to the terms and conditions of such plan. The Executive
      is
      entitled to such amount of paid vacation as is in the best interests of the
      Company after coordination with the Chairman of the Board and the Chief
      Executive Officer, which in no event shall be less than fifteen (15) business
      days.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (f) Expense
      Reimbursement.
      The
      Executive is authorized to incur reasonable expenses related to the performance
      of his duties under this Agreement in accordance with budgets and guidelines
      established by the Company from time to time or otherwise approved by the Board.
      The Company shall promptly reimburse the Executive for all such documented
      expenses in accordance with its expense reimbursement policy in effect from
      time
      to time.

    


    (g) Taxes.
      All
      payments and benefits provided to the Executive hereunder shall be reported
      as
      taxable income to the extent required by law and shall be subject to applicable
      income and payroll withholding taxes.

    


    4. TERM
      AND TERMINATION.

    


    (a) The
      term
      of this Agreement (the “Employment
      Period”)
      shall
      commence on the Effective Date and continue until terminated in accordance
      with
      this Paragraph 4.

    


    (b) Termination
      Without Cause.
      Either
      party hereto may terminate this Agreement and the Executive’s employment for any
      reason at any time during the Employment Period, effective upon thirty (30)
      days
      prior written notice to the other party. In the event the Company terminates
      this Agreement and the Executive’s employment without Cause (as hereinafter
      defined), the Company shall, subject to Executive’s compliance with Sections 5,
      6 and 7 hereof, the Executive’s resignation from all positions (including any
      directorships) with the Company or its Affiliates (as defined below) and the
      execution and delivery by the Executive of a separation agreement and general
      release, in a form reasonably acceptable to the Company, of all claims related
      to his employment or termination thereof through and including the date
      Executive signs such release, pay to the Executive (i) any unpaid Salary accrued
      as of the date of termination, (ii) Salary at the annual rate in effect on
      the
      date of termination for a period of four (4) months in installments in
      accordance with the Company’s ordinary payroll practices, (iii) a pro rata
      portion of any Bonus payable in respect of the fiscal year in which the date
      of
      termination occurs, and (iv) reimbursement of any outstanding business expenses
      for which Executive is entitled to be reimbursed in accordance with this
      Agreement up to and including the date of notice of termination. The Executive
      shall not be entitled to any further payments or benefits from the Company
      or
      any of its Affiliates, except as required by any federal or state law requiring
      continuation of benefits and except as may be provided in any other written
      agreement with the Company.

    


    (c) Termination
      for Cause.
      The
      Company may terminate this Agreement and the Executive’s employment for Cause
      (as hereinafter defined) at any time, effective immediately upon giving the
      Executive written notice of such termination. As used herein, the term
“Cause”
shall
      mean any of the following events:

    


    (i) the
      Executive’s conviction of or plea of guilty, nolo contendere, or no contest to a
      misdemeanor involving moral turpitude or a felony which may result in a term
      of
      imprisonment;

    


    (ii) the
      Executive’s material breach of this Agreement or willful failure to carry out
      the lawful directives of the Board consistent with Paragraph 2(a) hereof
      (provided the Company has given the Employee advance written notice specifying
      the nature of such breach or failure to carry out the lawful directives of
      the
      Board and the Executive has not cured such breach within thirty (30) days of
      having received such notice); or

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (iii) the
      Executive’s (A) willful gross misconduct, including, without limitation,
      dishonesty, fraud or theft, or (B) willful bad faith act or failure to act
      that
      is in the sole discretion of the Board injurious to the business or reputation
      of the Company.

    


    In
      the
      event of termination for Cause, the Company shall, subject to Executive’s
      compliance with Sections 5, 6 and 7 hereof, the Executive’s resignation from all
      positions (including any directorships) with the Company or its Affiliates
      (as
      defined below) and the execution and delivery by the Executive of a separation
      agreement and general release, in a form reasonably acceptable to the Company,
      of all claims related to his employment or termination thereof through and
      including the date Executive signs such release, pay to the Executive (i) any
      unpaid Salary accrued as of the date of termination, (ii) an amount equal to
      two
      (2) months of the Salary, paid over a period of six (6) months in installments
      in accordance with the Company’s ordinary payroll practices, and (iii)
      reimbursement of any outstanding business expenses for which Executive is
      entitled to be reimbursed in accordance with this Agreement up to and including
      the date of termination. The Executive shall not be entitled to any further
      payments or benefits except as required by any federal or state law requiring
      continuation of benefits and except as may be provided in any other written
      agreement with the Company.

    


    (d) Death.
      If the
      Executive dies during the Employment Period, this Agreement and the Executive’s
      employment shall terminate as of the date of his death. The Company shall pay
      to
      the Executive’s estate any unpaid Salary and the Executive’s estate shall not be
      entitled to any further payments or benefits from the Company or any of its
      Affiliates except as required by any federal or state law requiring continuation
      of benefits and except as may be provided in any other written agreement with
      the Company.

    


    (e) Disability.
      If the
      Executive is incapacitated by accident, sickness or otherwise so as to render
      him mentally or physically incapable of performing the services required of
      him
      under this Agreement (referred to herein as a “Disability”)
      for
      (i) a period of ninety (90) consecutive days or (ii) for an aggregate of one
      hundred twenty (120) business days during any twelve (12) month period, the
      Company may terminate this Agreement and the Executive’s employment effective
      immediately after the expiration of either of such periods, upon giving the
      Executive written notice of such termination. Notwithstanding the foregoing
      provision, if it is determined by the Company that the Executive has a
“disability” as defined under the Americans with Disabilities Act, the
      Executive’s employment shall not be terminated on the basis of such disability
      unless it is first determined by the Company, after consultation with the
      Executive, that there is no reasonable accommodation which would permit the
      Executive to perform the essential functions of his position without imposing
      an
      undue hardship on the Company.

    


    In
      the
      event the Executive is determined to have a Disability hereunder and receives
      payments under any disability plan maintained by the Company for its employees
      or under any other arrangement maintained by the Company for the Executive
      or by
      the Executive, such payments shall reduce and offset any Salary payable to
      the
      Executive pursuant to Paragraph 3 hereof, to extent permitted under such plan
      or
      arrangement. In the event of termination pursuant to this Subparagraph 4(e),
      the
      Company shall pay to the Executive any unpaid Salary accrued as of the date
      of
      termination and the Executive shall not be entitled to any further payments
      or
      benefits from the Company or any of its Affiliates except as required by any
      federal or state law requiring continuation of benefits and except as may be
      provided in any other agreement with the Company.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    5. NON-SOLICITATION.

    


    (a) Non-Solicitation
      of Employees and Consultants.
      The
      Executive hereby agrees that during the Employment Period and for a period
      equal
      to six (6) months after the Employment Period (the “Survival
      Period”),
      he
      shall not, directly or indirectly through any other individual, person or
      entity, employ, solicit or induce any individual, who is or was at any time
      during the last twelve (12) months of the Executive’s employment by the Company,
      an employee or consultant of the Company, to terminate or refrain from renewing
      or extending his or her employment or relationship with the Company, or to
      become employed by or enter into a contractual relationship with the Executive
      or any other individual, person or entity. For the purposes of Paragraphs 5,
      6
      and 7 of this Agreement the term “Company”
shall
      be deemed to include the Company and each of its Affiliates. For the purposes
      of
      this Agreement, the term “Affiliate”
shall
      mean, with respect to any person, any person directly or indirectly controlling,
      controlled by, or under common control with, such other person at any time
      during the period for which the determination of affiliation is being
      made.

    


    (b) Non-Solicitation
      of Suppliers or Vendors.
      The
      Executive hereby agrees that during the Employment Period and the Survival
      Period he may not, directly or indirectly through any other individual, person
      or entity, solicit, persuade or induce any individual, person or entity which
      is, or at any time during the Employment Period was, a supplier of any product
      or service to the Company, or vendor of the Company (whether as a distributor,
      agent, commission agent, employee or otherwise), to terminate, reduce or refrain
      from renewing or extending his, her or its contractual or other relationship
      with the Company.

    


    (c) Non-Solicitation
      of Customers.
      The
      Executive hereby agrees that during the Employment Period and the Survival
      Period he may not, directly or indirectly through any other individual, person
      or entity, solicit, persuade or induce any individual, person or entity which
      is, or at any time during the Employment Period was, a customer of the Company
      to terminate, reduce or refrain from renewing or extending its contractual
      or
      other relationship with the Company in regard to the purchase of products or
      services manufactured, marketed or sold by the Company, or to become a customer
      of or enter into any contractual or other relationship with the Executive or
      any
      other individual, person or entity in regard to the purchase of products or
      services similar or identical to those manufactured, marketed or sold by the
      Company.

    


    6. CONFIDENTIALITY.
      The
      Executive agrees that, during the Employment Period and thereafter, the
      Executive shall not divulge to anyone, other than as necessary in the
      performance of his duties hereunder or as required by law or legal process,
      confidential information of the Company, its Affiliates or its customers,
      including, without limitation, know-how, trade secrets, customer lists, costs,
      profits or margin information, markets, sales, pricing policies, operational
      methods, plans for future development, data, drawings, samples, processes or
      products and other information disclosed to the Executive or known by him as
      a
      result of or through his employment by the Company, which is not generally
      known
      in the businesses in which the Company is engaged and which relates directly
      or
      indirectly to the Company’s products or services or which is directly or
      indirectly useful in any aspect of the Company’s business. In the event the
      Company is bound by a confidentiality agreement with a customer, supplier or
      other party regarding the confidential information of such customer, supplier
      or
      other party, which provides greater protection than specified above in this
      Paragraph 6, the provisions of such other confidentiality agreement shall be
      binding upon the Executive and shall not be superseded by this Paragraph 6.
      Upon
      the termination of the Executive’s employment hereunder or at any other time
      upon the Company’s request, the Executive shall deliver forthwith to the Company
      all memoranda, notes, records, reports, computer disks and other documents
      (including all copies thereof) containing such confidential
      information.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    7. NON-COMPETITION.
      The
      Executive acknowledges that he has substantial experience and expertise, that
      in
      the course of providing services to the Company he will become familiar with
      the
      Company’s trade secrets and with other confidential information concerning the
      Company and that Executive’s services have been and will be of special, unique
      and extraordinary value to the Company. The Executive hereby agrees that during
      the Employment Period and the Survival Period, the Executive shall not, directly
      or indirectly, anywhere in the entire United States and Europe, own, manage,
      operate, control or participate in the ownership, management, operation or
      control of, or be connected as an officer, employee, partner, director,
      independent contractor or in any other capacity with, or have any financial
      interest in, or aid or assist anyone else in the manufacture, sale or
      representation of products or the provision of services identical or similar
      to
      the products and services manufactured, sold, represented or provided by the
      Company, and which products or services are marketed to the same customer base
      as the products or services offered by the Company, at any time during the
      Employment Period or the Survival Period, or which are included in any business
      plans of the Company in existence and under consideration during the Employment
      Period and of which Executive was aware.

    


    8. REASONABLE
      RESTRICTIONS.
      The
      parties acknowledge that (i) the type and periods of restriction imposed in
      this
      Agreement are fair and reasonable and are reasonably required in order to
      protect and maintain the proprietary interests of the Company described above,
      other legitimate business interests of Company and the goodwill associated
      with
      the business of the Company, and (ii) that the time, scope, geographic area
      and
      other provisions of this Agreement have been specifically negotiated by
      sophisticated commercial parties, represented by legal counsel, and are given
      as
      an integral part of the transactions contemplated by this Agreement.
      Accordingly, you agree not to contest the validity or enforceability of any
      provision of this Agreement and agree that if any court should hold any
      provision of this Agreement to be unenforceable, the remaining provisions will
      nonetheless be enforceable according to their terms.

    


    9. REMEDIES.
      The
      Executive acknowledges and agrees that the Company’s remedy at law for a breach
      or threatened breach of any of the provisions of Paragraphs 5, 6 or 7 of this
      Agreement would be inadequate and, in recognition of that fact, in the event
      of
      a breach or threatened breach by the Executive of any of the provisions of
      Paragraphs 5, 6 or 7 of this Agreement, it is agreed that in addition to its
      remedy at law, the Company shall be entitled to appropriate equitable relief
      in
      the form of specific performance, preliminary or permanent injunction, temporary
      restraining order or any other appropriate equitable remedy which may then
      be
      available. Notwithstanding any provision of this Agreement to the contrary,
      it
      is expressly understood and agreed that, although the Executive and the Company
      consider the restrictions contained in Paragraphs 5, 6 and 7 to be reasonable
      for the purpose of preserving the Company’s goodwill and other proprietary
      rights, if a final judicial determination is made by a court having jurisdiction
      that the time and scope of the restrictions in such Paragraphs is an
      unreasonable or otherwise unenforceable restriction against the Executive,
      the
      provisions of such Paragraphs shall not be rendered void but shall be deemed
      amended to apply as to the maximum time and scope permitted and to such other
      extent as the court may determine to be reasonable. Notwithstanding the
      foregoing, in the event the Company breaches any of its payment obligations
      under Section 4 of this Agreement (provided
      the Executive has given the Company written notice specifying the nature of
      such
      breach and a period of at least thirty (30) days to cure such
      breach),
      Executives obligations under Sections 5 and 7 of this Agreement shall terminate
      and be of no further force and effect after the expiration of such thirty (30)
      day period if the Company has not cured such breach.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    10. SECTION
      409A COMPLIANCE.
      All
      payments of “nonqualified deferred compensation” (within the meaning of Section
      409A of the Internal Revenue Code of 1986, as amended (“Code”))
      are
      intended to comply with the requirements of Code Section 409A, and shall be
      interpreted in accordance therewith. Neither party individually or in
      combination may accelerate any such deferred payment, except in compliance
      with
      Code Section 409A, and no amount shall be paid prior to the earliest date on
      which it is permitted to be paid under Code Section 409A. In the event that
      the
      Executive is determined to be a “key employee” (as defined in Code Section
      416(i) (without regard to paragraph (5) thereof)) of the Company at a time
      when
      its stock is deemed to be publicly traded on an established securities market,
      payments determined to be “nonqualified deferred compensation” payable following
      termination of employment shall be made no earlier than the earlier of (i)
      the
      last day of the sixth (6th) complete calendar month following such termination
      of employment, or (ii) the Executive’s death, consistent with the provisions of
      Code Section 409A. Unless otherwise expressly provided, any payment of
      compensation by Company to the Executive, whether pursuant to this Agreement
      or
      otherwise, shall be made within two and one-half months (21⁄2 months) after the
      end of the calendar year in which the Executive’s right to such payment vests
      (i.e.,
      is not
      subject to a substantial risk of forfeiture for purposes of Code Section 409A).
      Notwithstanding anything herein to the contrary, no amendment may be made to
      this Agreement if it would cause the Agreement or any payment hereunder not
      to
      be in compliance with Code Section 409A.

    


    11. REPRESENTATION/WARRANTY.
      The
      Executive represents and warrants that he is not bound by the terms of a
      confidentiality agreement or non-competition agreement or any other agreement
      with a former employer or other third party which would preclude him from
      accepting employment by the Company or which would preclude him from effectively
      performing his duties for the Company. The Company represents and warrants
      that
      it has all requisite corporate power and authority to consummate the
      transactions contemplated by this Agreement and that this Agreement is binding
      on the Company and enforceable against the Company in accordance with its
      terms.

    


    12. NOTICES.
      Any
      notices or other communications required to be given pursuant to this Agreement
      shall be in writing and shall be deemed given: (i) upon delivery, if by hand;
      (ii) after two (2) business days if sent by express mail or air courier; (iii)
      four (4) business days after being mailed (seven (7) business days for
      international mailings), if sent by registered or certified mail, postage
      prepaid, return receipt requested; or (iv) upon transmission, if sent by
      facsimile (provided that a confirmation copy is sent in the manner provided
      in
      clause (ii) or clause (iii) of this Paragraph 10 within thirty-six (36) hours
      after such transmission), except that if notice is received by facsimile after
      5:00 p.m. on a business day at the place of receipt, it shall be effective
      as of
      the following business day. All communications hereunder shall be delivered
      to
      the respective parties at the following addresses:

    


    If
      to the
      Company:

    


    a21,
      Inc.

    7660
      Centurion Parkway

    Jacksonville,
      Florida 32256

    Attention:
      Chairman of Compensation Committee, Board of Directors

    


    with
      a
      copy to:

    


    Loeb
      & Loeb LLP

    345
      Park
      Avenue

    New
      York,
      New York 10154

    Attention:
      Lloyd L. Rothenberg, Esq.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    If
      to the
      Executive:

    


    Bruce
      D.
      Slywka

    At
      his
      residential address on

    file
      at
      the corporate office of a21, Inc.

    


    or
      to
      such other address as the person to whom notice is given may have previously
      furnished to the others in writing in the manner set forth above.

    


    13. GOVERNING
      LAW/JURISDICTION.
      This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of New York, regardless of the law that might otherwise govern under
      applicable principles of conflicts of laws thereof. The parties hereto hereby
      irrevocably consent to the exclusive jurisdiction of the state or federal courts
      sitting in New York County, State of New York, in connection with any
      controversy or claim arising out of or relating to this Agreement, or the
      negotiation or breach thereof, and hereby waive any claim or defense that such
      forum is inconvenient or otherwise improper. Each party hereby agrees that
      any
      such court shall have in personam jurisdiction over it and consents to service
      of process in any matter authorized by New York law.

    


    14. SEVERABILITY.
      Whenever possible, each provision or portion of any provision of this Agreement
      shall be interpreted in such manner as to be effective and valid under
      applicable law, but if any provision or portion of any provision of this
      Agreement is found to be invalid or unenforceable in any respect under any
      applicable law or rule in any jurisdiction, such finding or construction shall
      not affect the remainder of the provisions of this Agreement, which shall be
      given full force and effect without regard to the invalid or unenforceable
      provision, and such invalid or unenforceable provision shall be modified
      automatically to the least extent possible in order to render such provision
      valid and enforceable, but only if the provision as so modified remains
      consistent with the parties’ original intent.

    


    15. WAIVER
      OF BREACH.
      The
      waiver by either party hereto of a breach of any provision of this Agreement
      by
      the other party shall not operate or be construed as a waiver of any subsequent
      breach.

    


    16. SUCCESSORS
      AND ASSIGNS.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective heirs, successors, representatives and assigns.
      This
      Agreement is assignable to any legal successor of the Company. This Agreement
      may not be assigned by the Executive.

    


    17. ENTIRE
      AGREEMENT.
      This
      Agreement constitutes the entire understanding and agreement between the Company
      and the Executive with regard to all matters contained herein and incorporates
      and supersedes all prior agreements between the parties concerning the
      employment of the Executive by the Company. There are no other agreements,
      conditions or representations, oral or written, express or implied, with regard
      thereto. This Agreement may be amended only in a writing signed by both
      parties.

    


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

    
      	
               

              a21,
                INC.

            	
               

              EXECUTIVE

            
	
               

               

               

              By: /s/
                John Z.
                Ferguson                                                            
                

            	
               

               

               

              /s/
                Bruce D.
                Slywka                                                       
                

            
	
              Name:
                John Z. Ferguson

            	
              Bruce
                D. Slywka

            
	
              Title:
                Chief Executive Officer

            	 


    

    


    


    
      
         

      

      
        8