**Exhibit 10.24**

 

[FP Technology, Inc. Letterhead]

 

March 30, 2006

Jerry Keefe 118 Priscilla Road Hopkinton, MA

Dear Jerry:

It has been a pleasuretalking with you about the Vice President of Operations position at FPTechnology Inc. and we are thrilled that you have decided to join ourteam.  The following outlines theposition we have discussed:

**The Position**Your title will be Vice President of Operations.  Your expected start date will be Monday,April 24, 2006.  You will report to BillSanto.

**Cash Compensation**The base salary for the position is $6,250.00 persemi-monthly pay period. This equates to an annual rate of $150,000.00.  In the event a program exists, you will beeligible to participate in our incentive/bonus program for FY2007.

**Stock Grants**You will be granted thirty thousand shares (30,000) ofrestricted common stock or options to acquire thirty thousand shares (30,000)of the common stock of FP Technology Inc. (FPTK.QB: NASDAQ) at the Board’sdiscretion pursuant to a vesting schedule and Employee Stock AcquisitionProgram to be determined by the Board of Directors of the company.

**Benefit Programs**As a FP Technology Inc. employee you will be eligible toparticipate in the Company’s 401K, medical, dental, disability, and lifeinsurance benefit programs.  Yourvacation allowance will be 15 days annually. Summaries of these plans will be included in the new hire packet thatyou will receive upon signing this offer of employment and returning the offermaterials.

If after 6 (six) monthsof consecutive employment your employment is terminated by FP Technology Inc.for any reason other than cause as defined in the Employee handbook you will beentitled to 3 (three) months severance pay payable in regularly scheduledpayroll periods.

**Work Location**Your primary work location will be Newton, Massachusetts

**Conditions**Also enclosed is a copy of our employee agreement regardinginventions, confidentiality and non-competition.  This offer is conditional on your executingthe agreement and on 

----

 

your being able to supplyproof of your eligibility to work in the United States (Form 1-9).

To indicate youracceptance of this offer, please sign and date this letter in the spaceprovided and return it along with a fully executed copy of the EmployeeAgreement Regarding Inventions, Confidentiality and Non-Competition.  A duplicate original is enclosed for yourrecords.

This letter along withthe above-mentioned agreement relating to proprietary rights between you andthe company set forth the terms of your employment with the Company andsupersede any prior representations or agreements, whether written ororal.  This letter may not be modified oramended except by written agreement signed by you and myself.

FP Technology Inc.reserves the right to withdraw this offer of employment if not accepted by youin writing by the close of business Friday, April 14, 2006 or if anyrepresentations by you cannot be verified. This offer becomes valid upon FP Technology Inc.’s acceptance of thesigned offer letter.

It is recognized thatthis offer of employment is not intended to create a contract of employment andboth FP Technology Inc. and you retain the right to terminate the employmentrelationship at any time without cause.

Sincerely,

William R. SantoCEO

The undersigned acceptsthe above employment offer, agrees that it contains the terms of employmentwith FP Technology Inc, and that there are no other terms, expressed orimplied.  By accepting this offer ofemployment, the undersigned is acknowledging that no prior employmentobligations or other contractual restrictions exist which preclude employmentwith FP Technology Inc.  It is furtherunderstood that this offer is confidential and disclosure outside of yourfamily or financial, accounting, and/or legal advisers may result intermination of employment or withdrawal of this offer.
| Accepted:               |   |   |
|-------------------------|--------|--------|
|                    |   |   |
|                    |   |   |
|                    |   |   |
| Jerry Keefe             |   | Date   |
|                    |   |   |
|                    |   |   |
|                    |   |   |
| Social Security  Number |   |   |

 

 

----