**Exhibit 10.41**

 

**EMPLOYMENT AGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (the “***Agreement***”) is made and entered into as of December 21, 2005 (the “***EffectiveDate***”) by and between Public Media Works, Inc., a Delaware corporation (the “***Company***”) and Stephen Brown (the “***Employee***”). 

 

**BACKGROUND**

 

A. The Company desires to retain the services of the Employee and the Employee desires to provide services as Chief Executive Officer and Interim ChiefFinancial Officer of the Company. 

 

B. The Employee is willingto be employed by the Company on the terms and subject to the conditions set forth in this Agreement. 

 

THE PARTIES AGREE AS FOLLOWS: 

 

1. ***Positions and Duties***. 

 

1.1 ***Title***. The Employee shall be employed by the Company as its Chief Executive Officer and Interim Chief Financial Officer,and the Company agrees to employ and retain the Employee in such capacity. The Employee shall report to, and serve at the pleasure of, the Company Board of Directors (the “***Board***”). 

 

1.2 ***Duties***. Employee shall devote his fullbusiness time, energy, and skill to the affairs of the Company to perform the duties required and necessary for a chief executive officer of a public company in the entertainment industry, and shall ensure that Employee’s other business,charitable or professional activities do not materially interfere with the Employee’s performance of services under this Agreement. Employee’s duties as Interim Chief Financial Officer shall cease upon the Company’s appointment of aChief Financial Officer. 

 

1.3 ***Term ofEmployment***. The term of Employee’s employment pursuant to this Agreement shall commence on the Effective Date, and shall expire on December 21, 2008, unless renewed or extended by the agreement of the parties hereto. 

 

1.4 ***Hold Harmless; Employee Indemnification***.The Company shall hold harmless and indemnify for the full extent permitted under the Company articles of incorporation, bylaws and at law for any claims against the Employee arising out of events occurring prior to Employee being appointed as theChief Executive Officer of the Company. The Employee shall be entitled to all rights to indemnification as a Company director and officer as provided under the laws of the State of Delaware, the Company’s Certificate of Incorporation, asamended, the Company’s Bylaws, and the Company’s insurance policies. 

2. ***Terms of Employment***. 

 

2.1 ***Definitions***. For purposes of this Agreement, the following terms shall have the followingmeanings: 

 

(a) “***AccruedCompensation***” shall mean any accrued Total Compensation, any benefits under any plan of the Company in which the Employee is a participant to the full extent of Employee’s rights under such plans, any accrued vacation pay, and anyappropriate business expenses incurred by the Employee in connection with the performance of Employee’s duties hereunder, all to the extent unpaid on the date of termination. 

 

(b) “***Base Compensation***” shall have the meaning set forth in Section 3.1 hereof.

 

(c) “***DeathTermination***” shall mean termination of the Employee’s employment because of the death of the Employee. 

 

(d) “***Disability Termination***” means termination by the Company of the Employee’s employment by reason of theEmployee’s incapacitation due to disability. The Employee shall be deemed to be incapacitated due to disability if at the end of any month the Employee is unable to perform substantially all of his or her duties under this Agreement in thenormal and regular manner due to illness, injury or mental or physical incapacity, and has been unable so to perform for either (i) three consecutive full calendar months then ending, or (ii) 90 or more of the normal working days duringthe 12 consecutive full calendar months then ending. Nothing in this paragraph shall alter the Company’s obligations under applicable law, which may, in certain circumstances, result in the suspension or alteration of the foregoing timeperiods. 

 

(e) “***Termination ForCause***” means termination by the Company of the Employee’s employment by reason of the Employee’s (i) dishonesty or fraud, (ii) gross negligence in the performance of his or her duties hereunder, (iii) materialbreach of this Agreement, (iv) intentional engagement in acts seriously detrimental to the Company’s operations, (v) conviction of a felony involving moral turpitude, or (vi) failure to comply with any lawful orders or directionsof the Board that are not incompatible with his position with the Company or manifestly unreasonable or unethical, provided that the Board (with the Employee agreeing he may not participate in such decision) delivers to Employee a writtennotification specifying in sufficient detail such order or direction and the Employee has thirty (30) days within which to comply with such order or direction (or such reasonably shorter period of time if such ordered or directed task by itsnature requires completion in less than thirty (30) days). 

 

(f) “***Termination Other Than For Cause***” means termination by the Company of the Employee’s employment for any reason other than as specified in Sections 2.1(c), (d), (e) or(h) hereof. 

 

(g) “***TotalCompensation***” shall mean the Employee’s Base Compensation (as defined in Section 3.1). 

 

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(h) “***Voluntary Termination***” means termination of theEmployee’s employment by the voluntary action of the Employee other than by reason of a Disability Termination or a Death Termination. 

 

2.2 ***Termination For Cause***. The Company shall have the right to effect a Termination For Cause as provide inSection 2.1(e). Upon Termination For Cause, the Company shall pay the Employee Accrued Compensation, if any. 

 

2.3 ***Termination Other Than For Cause; Expiration***. Upon Termination Other Than For Cause before the expiration of theEmployment Agreement, the Company shall pay the Employee all Accrued Compensation, if any. Upon the expiration of the term of the Employment Agreement, the Company shall pay the Employee all Accrued Compensation, if any. 

 

2.4 ***Disability Termination***. The Company shallhave the right to effect a Disability Termination by giving written notice thereof to the Employee. Upon Disability Termination, the Company shall pay the Employee all Accrued Compensation, if any. 

 

2.5 ***Death Termination***. In the event of theEmployee’s death during the term of this Agreement, the Employee’s employment shall be deemed to have terminated as of the last day of the month during which his or her death occurs, and the Company shall promptly pay to theEmployee’s estate Accrued Compensation, if any. 

 

2.6 ***Voluntary Termination***. The Employee shall have the right to effect a Voluntary Termination by giving at least 30 days advance written notice to the Company. The Company shall have the right in such case to immediatelyterminate the Employee’s employment. Following the effective date of a Voluntary Termination, the Company shall pay the Employee Accrued Compensation, if any. 

 

2.7 ***Timing of Termination Payments***. Unless expressly provided otherwise, the foregoingtermination payments shall be made at the usual and agreed times provided for in Section 3.1 of this Agreement. 

 

3. ***Compensation and Benefits***. 

 

3.1 ***Base Compensation***. As the sole compensation for the services to be rendered by the Employee as provided inSection 1, and subject to the provisions of Section 2 of this Agreement, the Company shall: 

 

(i) issue to Employee four million (4,000,000) shares of Company Common Stock, which shares shall be subject to Company’srepurchase in the event of the cessation of Employee’s employment with the Company, with such repurchase rights to terminate pursuant to the terms of the Restricted Stock Agreement between the Company and Employee dated December 21, 2005;

 

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(ii) grant to Employee options to purchase up to twenty million (20,000,000) sharesof Company Common Stock, subject to the vesting, expiration and exercise prices set forth in the Option Agreement between the Company and Employee dated December 21, 2005; 

 

(iii) commencing during the second year of the term of this Agreement, pay the Employee a salary at the rateof $20,000.00 per month (equivalent to $240,000.00 per year), payable on the Company’s normal payroll schedule; and 

 

(iv) commencing during the third year of the term of this Agreement, pay the Employee a salary at the rate of $30,000.00 per month(equivalent to $360,000.00 per year), payable on the Company’s normal payroll schedule. 

 

3.2 ***Fringe Benefits***. 

 

(a) ***Fringe Benefits***. The Employee shall be eligible to participate in such of the Company’s benefit plans as are nowgenerally available or later made generally available to senior officers of the Company, including, without limitation, medical, dental, life, and disability insurance plans, if any. 

 

(b) ***Expense Reimbursement***. The Company agrees to reimburse the Employee for all reasonable,ordinary and necessary travel and entertainment expenses incurred by the Employee in conjunction with Employee’s services to the Company consistent with the Company’s standard reimbursement policies. The Company shall pay travel costsincurred by the Employee in conjunction with his or her services to the Company consistent with the Company’s standard travel policy. 

 

(c) ***Vacation***. The Employee shall be entitled, without loss of compensation, to four (4) weeks of vacation per year.Unused vacation may be accrued by the Employee up to a maximum of four (4) weeks, when it will cease accruing until the Employee reduces the accrued, unused amount through use of vacation time. 

 

(d) ***Employee Acknowledgment re Shares of CompanyCommon Stock***. Employee acknowledges and agrees that the shares of Common Stock to be issued hereunder are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules andregulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under theSecurities Act or an exemption therefrom. Employee acknowledges and agrees that (i) the shares of Common Stock are being issued in a transaction not involving any public offering in the United States within the meaning of the Securities Act,and the shares of Common Stock have not yet been registered under the Securities Act, (ii) such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, ormeeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securitieslaws of any State of the 

 

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United States or any other applicable jurisdiction, and (iii) the shares of Common Stock shall bear a legend indicating their restricted nature.

 

4. ***Proprietary Information***. The Employee shallas of the Effective Date or promptly thereafter execute and deliver to the Company the Company Employee Confidential Information and Inventions Agreement. 

 

5. ***Miscellaneous***. 

 

5.1 ***Waiver***. The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of anysubsequent breach of the same or other provision hereof. 

 

5.2 ***Notices***. All notices and other communications under this Agreement shall be in writing and shall be given by personal or courier delivery, facsimile or first class mail, certified or registered withreturn receipt requested, and shall be deemed to have been duly given upon receipt if personally delivered or delivered by courier, on the date of transmission if transmitted by facsimile, or three days after mailing if mailed, to the addresses ofthe Company and the Employee contained in the records of the Company at the time of such notice. Any party may Change such party’s address for notices by notice duly given pursuant to this Section 5.2. 

 

5.3 ***Headings***. The section headings used inthis Agreement are intended for convenience of reference and shall not by themselves determine the construction or interpretation of any provision of this Agreement. 

 

5.4 ***Governing Law***. This Agreement shall be governed by and construed in accordance with thelaws of the State of California applicable to contracts entered into and wholly to be performed within the State of California by California residents. 

 

5.5 ***Survival of Obligations***. This Agreement shall be binding upon and inure to the benefit of the executors, administrators,heirs, successors, and assigns of the parties; provided, however, that except as herein expressly provided, this Agreement shall not be assignable either by the Company (except to an affiliate or successor of the Company) or by the Employee withoutthe prior written consent of the other party. 

 

5.6 ***Counterparts***. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same Agreement. 

 

5.7 ***Withholding***. All sums payable to the Employee hereunder shall be reduced by all federal,state, local, and other withholdings and similar taxes and payments required by applicable law. 

 

5.8 ***Enforcement***. If any portion of this Agreement is determined to be invalid or unenforceable, such portion shall beadjusted, rather than voided, to achieve the intent of the parties to the extent possible, and the remainder shall be enforced to the maximum extent possible. 

 

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5.9 ***Entire Agreement; Modifications***. Except as otherwise provided herein orin the exhibits hereto, this Agreement represents the entire understanding among the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any and all prior and contemporaneous understandings, agreements, plans,and negotiations, whether written or oral, with respect to the subject matter hereof. All modifications to the Agreement must be in writing and signed by each of the parties hereto. 

 

5.10 ***Arbitration***. Any controversy or claim arising out of or relating to this Agreement(whether in contract or tort, or both) shall be determined by binding arbitration at Van Nuys, California, in accordance with the commercial arbitration rules of the American Arbitration Association, by a panel of three arbitrators, one chosen byeach of the parties and the third by the two so chosen. If the two arbitrators cannot agree on a third, then the third shall be appointed in accordance with such rules. The prevailing party in any arbitration proceeding shall be awarded reasonableattorneys fees and costs of the proceedings. The arbitration award shall be final, and may be entered in and enforced by any court having jurisdiction. 

 

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date set forth in the first paragraph. 

 
**PUBLIC MEDIA WORKS, INC.**By: /s/    CORBIN BERNSEN          **Corbin Bernsen, President****EMPLOYEE**/s/    STEPHENBROWN        **Stephen Brown**
 

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