Unassociated Document


    
      

    

    
      Exhibit 10.8

       

       

      
        	
                Dear:

              	
                Randy
      Bayne

              


      

      


       

      
        	
                Start
    Date:

              	
                August
      15, 2008

              


      

       

      
        	
                Title:

              	
                President
      of Marketing and Sales

              


      

      Member of
Executive Management Committee

       

      Reporting to: President & CEO,
Chairman of Executive Management Committee Job Description: Broad
responsibilities of the position are listed below which will be reassessed from
time to time and specific responsibilities will be added, amended or changed by
the CEO.

       

      
        	
                 
      

              	
                —

              	
                Implement
      the sales strategy goals and objectives of the
  organization

              


      

      
        	
                 
      

              	
                —

              	
                Implement
      a board approved revenue stream agreement for the FLW
    account

              


      

      
        	
                 
      

              	
                —

              	
                Meet
      Company sales targets for Geo Mobile units and subscription
      sales

              


      

      
        	
                 
      

              	
                —

              	
                Develop
      and execute sales selling cycle and methodology to meet company revenue
      targets

              


      

      
        	
                 
      

              	
                —

              	
                Manage
      the company marketing function to identify and develop new customers for
      products and services

              


      

      
        	
                 
      

              	
                —

              	
                As
      member of Executive Management Committee (EMC), manage and deliver on
      assigned activities to successfully achieve positive cash flow,
      profitability and growth; and report to the
  Board

              


      

      


      Annual Base Salary: $
175,000.00 effective August 15, 2008 and there after reviewable annually
beginning March, 15th 2009.

      


      Bonus: Bonus payments may be
offered annually effective April 2009 at the discretion of Board of Directors.
There is no minimum guaranteed bonus; and if offered, it could be paid in cash,
restricted shares and / or stock options as determined by the BOD. For April
2009 the Board has agreed to consider bonus to cover tax on any restricted stock
grant, payable in April 2009, if expenses for the period 8/15/08 to 12/31/08 are
achieved based on BOD approved budget and first revenue from Geo Mobile Product
(GMP) sale is received by March 31, 2009.

       

      Incentive Compensation:
Incentive restricted stock grant of 1 million common shares, priced at
$0.04 vesting one quarter after first GMP sold; one quarter after 400 GMP units
are sold; one quarter after 800 GMP units are sold; and one quarter one year
after that. During the first twelve months of employment, termination for any
reason will results in loss of all unvested shares. After one year of continuous
employment, all shares will vest immediately if executive is terminated other
than for cause, or if executive leaves voluntarily. The restricted shares may
not be sold for at least six months following vesting and then only within
strict guidelines of the company’s insider trading policy

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      Non-Compete Agreement: As a
condition of employment, you agree to execute and comply by the Company’s
confidentiality, non-compete and non-solicitation agreement.

      


      Benefits: Standard company
group health insurance plan will be offered by November 2008. As a member of the
EMC, you will also receive coverage at two times your salary in group term life
insurance at no cost to you, as well as participate in a company paid long term
disability benefits plan.

      


      The
Company will reimburse your COBRA payments till you get on Company’s group
health plan or through December 31, 2008, whichever occurs first.

      


      Vacation and Holidays: Three
weeks vacation per year, prorated for 2008 along with standard company
holidays.

      


      T&E: The Company will
reimburse you for reasonable T&E expenses incurred in the course of business
subject to Company policy.

      


      Other Benefits: The Company
may deem it necessary to offer you Company owned cell phone, computer or other
devices & tools to perform your job. Such equipment will remain the property
of the Company and must be returned upon request by the company.

      


      Your
employment with the Company is at-will and either party can terminate the
relationship at any time with or without cause and with or without notice. You
agree to abide by the written business policies and procedures of the Company
throughout your employment.

      


      You
acknowledge that this offer letter represents the entire agreement between you
and the Company and that no verbal or written agreements, promises, or
representations that are not specifically stated in this offer, are or will be
binding upon the Company.

      


      If you
are in agreement with the above outline, please sign below and return a copy to
the undersigned.

      


      


      
        
          
            	
                    Agreed
      and Accepted:

                  	 
      
	
                    /s/ Randy Bayne

                  	 
      
	 
      	 
      
	 	 
	
                    Date:

                  	 
      
	
                    August 15, 2008