Exhibit 10.5

                              EMPLOYMENT AGREEMENT

AGREEMENT made as of the 1st day of March 2004, between Tiger Telematics, Inc. a
Delaware corporation (the "Company") and Michael W. Carrender (the "Executive").

WHEREAS, the Executive is desirous of committing himself to serve the Company on
the terms herein  provided,  and the Company desires to have the services of the
Executive on the terms herein provided,  NOW, THEREFORE, in consideration of the
foregoing and of the  respective  covenants and agreements of the parties herein
contained, the parties hereto agree as follows:

1.  Employment.  The  Company  hereby  agrees to employ  the  Executive  and the
Executive  hereby agrees to serve the Company,  on the terms and  conditions set
forth herein for the period  commencing  on the date hereof and expiring 3 years
after the commencement date (the "Term").  This Agreement shall be automatically
extended  for  unlimited  successive  one year periods  unless it is  terminated
during  the  pendency  of either the  initial  term or any  successor  term by a
termination  event as set  forth in  Section 9 or at the end of any such term by
one party  furnishing the other with written  notice,  at least 90 days prior to
the  expiration of such term, of an intent to terminate  this Agreement upon the
expiration of such term.

2.  Position  and Duties.  Chief  Executive  Officer of Tiger  Telematics,  Inc.
Executive  shall serve  reporting to the Board of Directors of the Company,  and
shall have  supervision  and control over, and  responsibility  for, the general
management  and  operation of the Company,  and shall have such other powers and
duties as may from time to time be prescribed  by the Board,  provided that such
duties are consistent with his present duties and with the Executive's  position
as a chief executive officer in charge of the general management of the Company.
The  Executive  shall  devote  his full  business  time and  efforts as shall be
necessary to the proper discharge of his duties and responsibilities  under this
Agreement.   Notwithstanding  the  foregoing,  the  Executive  may  pursue  such
non-competitive activities such as teaching, consulting or other remunerative or
non-remunerative   activities,   including  charitable  endeavors,   as  do  not
interfere,  to  any  material  degree,  with  the  complete  performance  of his
obligations hereunder. The Executive shall perform his duties hereunder with due
care and with professionalism  commensurate with his duties in the manner he has
heretofore  performed  such duties and will comply with all policies  which from
time to time may be in effect or adopted by the Company.  In connection with his
employment  by the  Company,  the  Executive  shall be  based  at the  Company's
principal  executive  offices.  The Company shall not,  without the  Executive's
consent, remove the Executive's principal place of residence.

3.  Compensation  and Related  Matters.  (a) Base Salary.  The  Executive  shall
receive a minimum  base  salary  ("Base  Salary") at the annual rate of $900,000
during  each year of the Term hereof  payable in no less than equal  semimonthly
installments.  Any increase in Base Salary or other compensation  granted by the
Compensation  Committee of the Board ("the Compensation  Committee") shall in no
way limit or reduce any other  obligation  of the Company  hereunder  and,  once
established  at  an  increased  specified  rate,  the  Executive's  Base  Salary
hereunder shall not thereafter be reduced.  (b) Bonus  Payments.  In addition to
Base Salary, the Executive shall be entitled to receive annual bonus payments up

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to 200% of Base  Salary,  based  on  criteria  established  by the  Compensation
Committee  for each year.  32 (c)  Expenses.  During the term of his  employment
hereunder,  the Executive shall be entitled to receive prompt  reimbursement for
all properly  substantiated  reasonable  expenses  incurred by him in performing
services  hereunder in  accordance  with the policies and  procedures  presently
established by the Company.  (d) Other Benefits.  The Company shall not make any
changes in any  Executive  benefit plans or  arrangements  in effect on the date
hereof in which the  Executive  participates  which would  adversely  affect the
Executive's rights or benefits hereunder,  unless such change occurs pursuant to
a program  applicable to all  Executives of the Company and does not result in a
proportionately  greater reduction in the rights of or benefits to the Executive
as compared  with any other  Executive of the Company.  The  Executive  shall be
entitled to participate in or receive benefits under any Executive  benefit plan
or arrangement made available by the Company in the future to its Executives and
key management Executives,  subject to and on a basis consistent with the terms,
conditions and overall administration of such plan or arrangement.  Nothing paid
to the  Executive  under  any plan or  arrangement  presently  in effect or made
available in the future  shall be deemed to be in lieu of the salary  payable to
the Executive pursuant to paragraph (a) of this Section 3.  Notwithstanding  the
foregoing,   the  Company  shall  at  a  minimum   provide  the  Executive  with
reimbursement for medical, dental,  disability and life insurance coverage in an
amount  reasonably  acceptable to the Executive and similar to coverage provided
to similarly  situated  executives in similar  businesses.  (e)  Vacations.  The
Executive shall be entitled to the number of paid vacation days in each calendar
year  determined  by the  Company  from  time to time for its  senior  Executive
officers, but not less than four weeks in any calendar year. The Executive shall
also be  entitled  to all paid  holidays  given  by the  Company  to its  senior
Executive  officers.  (f)  Equity  Interest.  The  Executive  shall be granted a
Nonqualified Option outside the Company Stock Option Plan to purchase 10 million
shares of stock in the  Company at $.50 at per share,  vesting  one third  (1/3)
upon on one year after execution of this agreement,  one third (1/3) on two year
after  anniversary,  and one third (1/3) on three years  after  anniversary.  As
provided  in this Stock  Option  Agreement,  all  remaining  options  would vest
immediately upon change of control of the corporation.

4.  Indemnity.  The Executive  agrees to serve as part of the Board of Directors
and the  management  team of the Company,  and the Company  shall  indemnify the
Executive  to the fullest  extent  permitted  by the  Delaware  Law. The Company
agrees to keep in place a Directors  and  Officers  Liability  Insurance  Policy
providing  not less than one million  dollars  ($1,000,000)  in coverage for the
benefit  and  protection  of all  officers  and  directors  of the  Company.  5.
Non-Competition.  (a) For the applicable period set forth below (the "Restricted
Period"),  the Executive shall not, directly or indirectly,  own an interest in,
manage, operate, join, control,  consult,  advise, or render other assistance to
or  participate  in or be connected  with,  as an officer,  Executive,  partner,
stockholder,   consultant  or  otherwise,  any  individual,  partnership,  firm,
corporation or other business  organization or entity  ("Person")  that, at such
time,  is  engaged  in any  business  which may be deemed  competitive  with the
Company's  business of selling and  supplying  vehicle  telematics  products and
services.  (the  "Restricted  Business").  If the Executive is terminated by the
Company  for cause  pursuant to Section  9(c) or the  Executive  terminates  his
employment  other than pursuant to Section 9(d), the Restricted  Period shall be

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one (1) year from the  termination  date of the  Executive's  employment  by the
Company.  If the  Executive's  employment is terminated  without  Cause,  if the
Executive  terminates his employment for Good Reason or if the Company  declines
to renew the  Employment  Agreement  after the  expiration of the initial or any
successor  term of this  Agreement,  then the  Restriction  Period  shall be six
months from the date of the  termination  of the  Executive's  employment by the
Company,  while the  Executive  is paid 33 six  months'  salary  as a  severance
payment  pursuant  to  Section  10(d).  (b) During the  Restricted  Period,  the
Executive shall not directly or indirectly (i) hire or employ on any basis, (ii)
solicit  or  endeavor  to entice  away from the  Company  or its and each of its
subsidiaries,   affiliates,   licensors,   licensees,   successors   or  assigns
(collectively,   the  "Affiliates"),  or  (iii)  otherwise  interfere  with  the
relationship  of the Company or its Affiliates  with, any person who is employed
by the Company or any of its  Affiliates  or any person who was  employed by the
Company or its Affiliates within the then most recent six-month period. Further,
the Executive  shall not interfere in any manner with any customer,  consultant,
supplier  or client of the  Company or its  Affiliates,  or any Person who was a
customer, consultant, supplier or client of the Company or its Affiliates within
the then most  recent  six-month  period.  (c) Nothing in this  Agreement  shall
prohibit the Executive  from  acquiring or holding up to an aggregate of one per
cent  (1%) of any  issue of stock  or  securities  of any  company  listed  on a
national  securities exchange or quoted on the automated quotation system of the
National  Association  of Securities  Dealers,  Inc.,  which company  engages in
Restricted  Business;  provided,  however,  the Executive and the members of his
immediate families shall not own any voting securities or any other interest in,
or lend or  contribute  monies,  properties  or services  to, any other  company
engaging  in a  Restricted  Business.  (d)  The  Executive  acknowledges  that a
material breach of any of the covenants contained in this Section 4 would result
in  material  irreparable  injury to the  Company for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely  and that  the  Company  shall  be  entitled  to  obtain  a  temporary
restraining order and/or a preliminary or permanent  injunction  restraining the
Executive  from  engaging in  activities  prohibited by this Section 4, and such
other relief as may be required to specifically  enforce any of the covenants in
this Section 4.

6. Confidential Information.  (a) During the period of his employment hereunder,
and at any time for 2 years after his  termination  of employment by the Company
or the Executive,  the Executive  shall not,  without the written consent of the
Company or a person authorized  thereby,  disclose to any person,  other than an
Executive of the Company or a person to whom disclosure is reasonably  necessary
or appropriate in connection with the performance by the Executive of his duties
as an Executive of the Company, any material  confidential  information obtained
by him while in the employ of the Company; provided,  however, that confidential
information  shall not include any  information  known  generally  to the public
(other than as a result of  unauthorized  disclosure  by the  Executive)  or any
information of a type not otherwise  considered  confidential by persons engaged
in the same business or a business similar to that conducted by the Company. (b)
Except for information or contacts provided by Executive,  Executive agrees: (i)
not to use any such information for himself or others;  and (ii) not to take any
such material or reproductions thereof from the Company's facilities at any time
or after  during  his  employment  by the  Company,  except as  required  in the
Executive's  duties to the Company.  The Executive agrees  immediately to return

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all such  material and  reproductions  thereof in his  possession to the Company
upon request and in any event upon termination of employment.

7. Ownership of Proprietary Information.  (a) Except for Proprietary Information
or contacts  provided by Executive,  Executive  agrees that all information that
has been  created,  discovered  or  developed  by the Company or its  Affiliates
(including,  without limitation,  information relating to the development of the
Company's business created,  discovered,  developed or made known to the Company
or the Affiliates by Executive  during the period of employment with the Company
and information relating to Company's  customers,  suppliers,  consultants,  and
licensees)  and/or in which  property  rights have been  assigned  or  otherwise
conveyed to the  Company or the  Affiliates,  shall be the sole  property of the
Company or the Affiliates, as applicable,  and the Company or the 34 Affiliates,
as the case may be, shall be the sole owner of all patents, copyrights and other
rights  in  connection  therewith.  All of  the  aforementioned  information  is
hereinafter called  "Proprietary  Information." By way of illustration,  but not
limitation,   Proprietary   Information   includes  trade  secrets,   processes,
discoveries,  structures,  inventions,  designs,  ideas,  works  of  authorship,
copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how,
improvements,   inventions,   product  concepts,   techniques,   information  or
statistics contained in, or relating to, marketing plans, strategies, forecasts,
blueprints,  sketches, records, notes, devices, drawings, customer lists, patent
applications, continuation applications, continuation-in-part applications, file
wrapper continuation  applications,  and divisional applications and information
about the Company's or the Affiliates' Executives and/or consultants (including,
without limitation, the compensation,  job responsibility and job performance of
such Executives  and/or  consultants).  (b) The Executive further agrees that at
all times,  both during the period of  employment  with the Company and any time
for two  years  after  his  termination  of  this  Agreement,  he  will  keep in
confidence  and  trust  all  Proprietary  Information,  and he  will  not use or
disclose any Proprietary Information or anything directly relating to it without
the written consent of the Company or the Affiliates, as appropriate,  except as
may be necessary in the ordinary course of performing his duties hereunder.  The
Executive acknowledges that the Proprietary Information constitutes a unique and
valuable  asset of the  Company  and each  Affiliate  acquired at great time and
expense,  which is secret and confidential and which will be communicated to the
Executive,  if at all, in  confidence  in the course of his  performance  of his
duties  hereunder,  and that any  disclosure  or  other  use of the  Proprietary
Information  other than for the sole  benefit of the  Company or the  Affiliates
would be  wrongful  and  could  cause  irreparable  harm to the  Company  or its
Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree
that,  at all such times,  the Executive is free to use (i)  information  in the
public  domain  not  as a  result  of a  breach  of  this  Agreement,  and  (ii)
information  lawfully  received from a third party who had the right to disclose
such information.

8.  Disclosure  and Ownership of  Inventions.  (a) During the term of employment
until the Termination  Date, the Executive agrees that he will promptly disclose
to the  Company,  or any persons  designated  by the Company,  all  intellectual
property rights related to the Company's business, including but not limited to,
improvements,  inventions,  designs,  ideas, works of authorship,  copyrightable
works, discoveries,  patents,  trademarks,  copyrights, trade secrets, formulas,
processes,  structures, product concepts, marketing plans, strategies,  customer
lists,  information  about the Company's or the  Affiliates'  Executives  and/or
consultants (including,  without limitation,  job performance of such Executives
and/or consultants),  techniques, blueprints, sketches, records, notes, devices,

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drawings,  know-how,  data,  whether  or not  patentable,  patent  applications,
continuation  applications,   continuation-in-part  applications,  file  wrapper
continuation applications and divisional applications  (collectively hereinafter
referred to as the  "Inventions"),  made or  conceived or reduced to practice or
learned by him,  either alone or jointly with others,  during the Term.  (b) The
Executive  agrees that all Inventions  shall be the sole property of the Company
to the maximum extent permitted by applicable law and to the extent permitted by
law shall be "works made for hire" as that term is defined in the United  States
Copyright Act (17 US CA,  Section  101).  The Company shall be the sole owner of
all  intellectual  property  rights,  including  but not  limited  to,  patents,
copyrights,  trade secret rights, and other rights in connection therewith.  The
Executive  hereby  assigns to the Company all right,  title and  interest he may
have or acquire in all  Inventions.  The Executive  further agrees to assist the
Company in every  proper way (but at the  Company's  expense) to obtain and from
time to time enforce  patents,  copyrights or other rights on said Inventions in
any and all countries.

9. Termination.  The Executive's  employment hereunder may be terminated without
any breach of this  Agreement  only under the  following  circumstances:  35 (a)
Death.  The  Executive's  employment  hereunder  shall terminate upon his death.
(b)Disability.  I{ as a result of the Executive's  incapacity due to physical or
mental illness,  the Executive shall have been absent from his duties  hereunder
on a full time basis for 90  consecutive  calendar  days, and within thirty (30)
days after  written  notice of  termination  is given (which may occur before or
after the end of such 90 day period) shall not have returned to the  performance
of his duties  hereunder  on a full time basis,  the Company may  terminate  the
Executive's  employment  hereunder.  (c) Cause.  The Company may  terminate  the
Executive's employment hereunder for Cause. For purposes of this Agreement,  the
Company shall have "Cause" to terminate  the  Executive's  employment  hereunder
upon (A) the willful and  continued  failure by the  Executive to  substantially
perform his duties  hereunder  (other than any such failure  resulting  from the
Executive's  incapacity  due to physical  or mental  illness)  after  demand for
substantial performance is delivered by the Company specifically identifying the
manner  in which  the  Company  believes  the  Executive  has not  substantially
performed his duties, or (B) the willful engaging by the Executive in misconduct
which is  materially  injurious to the  business or  financial  condition of the
Company,  monetarily or otherwise, or (C) the willful violation by the Executive
of the  provisions of Sections 6, 7 and 8 hereof  provided  that such  violation
results in material injury to the Company.  For purposes of this  paragraph,  no
act, or failure to act, on the  Executive's  part shall be considered  "willful"
unless  done,  or  omitted  to be done,  by him not in good  faith  and  without
reasonable  belief that his action or omission  was in the best  interest of the
Company.  Notwithstanding  the foregoing,  the Executive  shall not be deemed to
have been  terminated  for  "Cause"  unless  and  until  there  shall  have been
delivered  to  the  Executive  a  copy  of a  resolution,  duly  adopted  by the
affirmative  vote of not less  than a  majority  of the  Members  of the  Board,
excluding  the  Executive,  finding that in the good faith opinion of the Board,
the  Executive  was guilty of conduct set forth above in clause (A), (B), or (C)
of the preceding sentence, and specifying the particulars thereof in detail. (d)
Termination  by the  Executive.  The  Executive  may  terminate  his  employment
hereunder for Good Reason.  For purposes of this  Agreement  "Good Reason" shall
mean (A) a change  in  control  of the  Company  (as  defined  below),  or (B) a

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reduction in the Executive's base salary as it may have been increased from time
to time, or any other failure by the Company to comply with Section 3 hereof, or
(C) failure of the Company to obtain the  assumption of the agreement to perform
this  Agreement by any  successor as  contemplated  in Section 11 hereof,  (D) a
defacto  reduction in the Executives role or  responsibilities  as President and
COO,  or (B) A  breach  by the  Company  of  any of its  obligations  hereunder.
Termination  by the  Executive  for  any  reason  within  this  paragraph  shall
immediately  accelerate  vesting of all options  granted to Executive under this
Agreement For purposes of this  Agreement,  a "change in control of the Company"
shall be deemed to have  occurred if (Y) any  "person'  (as such term is used in
Section 13(d) and 14(d) of the Securities  Exchange Act of 1934, as amended (the
"Exchange Act")),  other than the Company or any "person" who on the date hereof
is a director or officer of the Company,  is or becomes the  "beneficial  owner"
(as defined in Rule 1 3d-3 under the Exchange Act),  directly or indirectly,  of
securities of the Company  representing 25% or more of the combined voting power
of the Company's then  outstanding  securities,  or (Z) during any period of two
consecutive  years  during the term of this  Agreement,  individuals  who at the
beginning of such period constitute the Board cease for any reason to constitute
at least a majority thereof,  unless the election of each director who was not a
director  at the  beginning  of such  period  has been  approved  in  advance by
directors  representing at least  two-thirds of the directors then in office who
were directors at the beginning of the period. 36 (e) Notice of Termination. Any
termination  of the  Executive's  employment  by the Company or by the Executive
(other than termination  pursuant to subsection (a) above) shall be communicated
by written Notice of Termination to the other party hereto. For purposes of this
Agreement,  a "Notice of  Termination"  shall mean a notice which shall indicate
the specific  termination  provision in this Agreement relied upon and shall set
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis for  termination  of the  Executive's  employment  under the  provision so
indicated. (f) Date of Termination.  "Date of Termination" shall mean (i) if the
Executive's  employment is terminated by his death, the date of his death,  (ii)
if the  Executive's  employment is terminated  pursuant to subsection (b) above,
thirty  (30)  days  after  Notice of  Termination  is given  (provided  that the
Executive  shall  not  have  returned  to the  performance  of his  duties  on a
full-time  basis during such thirty (30) day period),  (iii) if the  Executive's
employment is terminated pursuant to subsection (c) above, the date specified in
the Notice of Termination,  and (iv) if the Executive's employment is terminated
for any  other  reason,  the date an which a Notice  of  Termination  is  given;
provided  that if within  thirty  (30) days after any Notice of  Termination  is
given the party  receiving such Notice of  Termination  notifies the other party
that a dispute exists concerning the termination,  the Date of Termination shall
be the date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award or by a final
judgment  order or decree  of a court of  competent  jurisdiction  (the time for
appeal there from having expired and no appeal having been perfected).

10.  Compensation Upon Termination or Death or Disability (a) If the Executive's
employment  shall be terminated by reason of his death, the Company shall pay to
such Person as he shall designate in a notice filed with the Company,  or, if no
such person shall be designated,  to his estate as a lump sum death benefit, his
full Base  Salary  to the date of his  death in  addition  to any  payments  the
Executive's spouse,  beneficiaries or estate may be entitled to receive pursuant
to any pension or Executive  benefit  plan or life  insurance  policy  presently
maintained by the Company, and such payments shall fully discharge the Company's
obligations hereunder. (b) During any period that the Executive fails to perform

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his duties hereunder as a result of incapacity due to physical or mental illness
(provided  that the  Executive  shall have  furnished the Company with a written
statement from a qualified doctor to such effect and provided,  further, that at
the Company's  request and expense the Executive  shall submit to an examination
by a doctor  selected by the Company and such doctor shall have concurred in the
conclusion of the Executive's  doctor),  the Executive shall continue to receive
his full Base Salary and bonus  payments  until the  Executive's  employment  is
terminated  pursuant to Section 9(b) hereof,  or until the Executive  terminates
his employment  pursuant to Section 9(d) hereof,  whichever first occurs.  After
termination,  the Executive shall be paid 100% of his Base Salary at the rate in
effect  at the time  Notice  of  Termination  is given  for six (6)  months  and
thereafter  an annual  amount equal to 75% of such Base Salary for the remainder
of the Term  hereunder  less, in each case, any  disability  payments  otherwise
payable by or pursuant to plans provided by the Company and actually paid to the
Executive in substantially  equal monthly  installments.  (c) If the Executive's
employment  shall be terminated  for Cause,  the Company shall pay the Executive
his full Base Salary  through the Date of  Termination  at the rate in effect at
the time Notice of  Termination  is given and the Company  shall have no further
obligations to the Executive under this Agreement.  (d) If (A) in breach of this
Agreement,  the Company shall  terminate the Executive's  employment  other than
pursuant to Sections 9(b) or 9(c) hereof (it being  understood  that a purported
termination  pursuant  to Section  9(b) or 9(c)  hereof  which is  disputed  and
finally determined not to have been proper shall be a termination by the Company
in breach of this Agreement) or (B) the Executive shall terminate his employment
for Good Reason or (C) the Company  fails to renew the  Agreement  at the end of
the initial or any successor term hereof,  then 37 (i) the Company shall pay the
Executive  his full Base Salary  through the last day of the Term at the rate in
effect at the time Notice of Termination  is given and the amount,  if any, with
respect to any year then  ended,  such  bonus  which  would have  accrued to the
Executive on the basis of the Company's  performance  but which has not yet been
paid to him; (ii) in addition to salary  payments  pursuant to Section  9(d)(i),
the  Company  shall  pay as  severance  pay to the  Executive  on the  fifth day
following  the  Date of  Termination,  a lump  sum  amount  equal  to the 50% of
Executive's  annual Base Salary at the highest rate in effect  during the twelve
(12) months immediately preceding the Date of Termination; and (iii) the Company
shall pay all other  damages to which the  Executive may be entitled as a result
of the Company's  termination of his employment under this Agreement,  including
damages for any and all loss of benefits to the  Executive  under the  Company's
Executive  benefit  plans  which he would have  received  if the Company had not
breached  this  Agreement  and had his  employment  confirmed  for the full term
provided in Section 1 hereof, and including all legal fees and expenses incurred
by him in contesting or disputing any such  termination  or in seeking to obtain
or  enforce  any right or benefit  provided  by this  Agreement.  (e) Unless the
Executive is terminated for Cause,  the Company shall maintain in full force and
effect,  for the continued  benefit of the Executive to the last day of the Term
all Executive  benefit plans and programs in which the Executive was entitled to
participate  immediately  prior to the  Date of  Termination  provided  that the
Executive's  continued  participation  is possible  under the general  terms and
provisions  of such  plans  and  programs.  In the  event  that the  Executive's
participation  in any such plan or program is barred,  the Company shall arrange
to provide the Executive with benefits  substantially similar to those which the
Executive  would  otherwise  have been  entitled to receive under such plans and

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programs  from which his  continued  participation  5 barred.  (f) The Executive
shall not be required to mitigate the amount of any payment provided for in this
Section 9 by seeking other employment or otherwise,  nor shall the amount of any
payment provided for in this Section 9 be reduced by any compensation  earned by
the Executive as the result of  employment by another  Company after the Date of
Termination,  or otherwise.  (g) Upon termination of the Executive's employment,
the  Executive  shall have a put option to the  Company for  Executive's  entire
equity  interest in the Company.  The purchase  price shall be  established by a
mutually acceptable appraiser, or absent such agreement on an appraiser, then by
an appraiser chosen by the Executive,  one chosen by the Company, and one chosen
by the two appraisers.  This process shall be conducted so that the valuation is
completed and the Executive can received full compensation for his entire equity
interest within sixty (60) days of his termination.

11. Successors;  Binding  Agreement.  (a) The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or  substantially  all of the  business  and/or  assets of the  Company,  by
agreement in form and  substance  satisfactory  to the  Executive,  to expressly
assume and agree to perform  this  Agreement  in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place.  Failure of the Company to obtain such  agreement  prior to the
effectiveness  of any such  succession  shall be a breach of this  Agreement and
shall entitle the Executive to compensation  from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he terminated  his
employment  for Good  Reason,  except  that for  purposes  of  implementing  the
foregoing,  the date on which any such  succession  becomes  effective  shall be
deemed the Date of Termination. As used in this Agreement,  "Company" shall mean
the Company as  hereinbefore  defined and any  successor to its business  and/or
assets as aforesaid  which  executes and delivers the agreement  provided for in
this Section 11 or which otherwise becomes bound by all the terms and provisions
of this  Agreement by operation of law. 38 (b) This  Agreement and all rights of
the Executive  hereunder shall inure to the benefit of and be enforceable by the
Executive's  personal  or  legal  representatives,   executors,  administrators,
successors, heirs, distributees,  devisees and legatees. If the Executive should
die  while  any  amounts  would  still be  payable  to him  hereunder  if he had
continued to live, all such amounts,  unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Executive's devi see,
legatee, or other designee or, if there be no such designee,  to the Executive's
estate.

12. Notice. For purposes of this Agreement, notices and all other communications
provided  for in the  Agreement  shall be in writing and shall be deemed to have
been duly given  when  delivered  or mailed by United  States  registered  mail,
return  receipt  requested,  postage  prepaid,  addressed as follows:  If to the
Executive: Fax: at 386-752-5029 E-mail:  mwcarrender@cs.com.  If to the Company:
Tiger  Telematics,  Inc. 10201 Centurion  Parkway North Ste. 600,  Florida 32255
Fax: 904-279-9242 Attention: Corporate Secretary or to such other address as any
party may have furnished to the others in writing in accordance herewith, except
that notices of change of address  shall be  effective  only upon  receipt.  13.
Severability of Provisions. If any provision of this Agreement shall be declared
by a court of  competent  jurisdiction  to be invalid,  illegal or  incapable of
being enforced in whole or in part,  the remaining  conditions and provisions or

<PAGE>

portions  thereof  shall  nevertheless  remain  in full  force  and  effect  and
enforceable  to the  extent  they  are  valid,  legal  and  enforceable,  and no
provision shall be deemed  dependent upon any other covenant or provision unless
so expressed herein.

14. Entire Agreement: Modification. This Agreement contains the entire agreement
of the parties  relating to the subject  matter  hereof,  and the parties hereto
have made no agreements,  representations or warranties  relating to the subject
matter of this Agreement which are not set forth herein. No modification of this
Agreement  shall be valid  unless  made in  writing  and  signed by the  parties
hereto.

15.  Non-Waiver.  The failure of any party to insist upon the strict performance
of any of the terms,  conditions and  provisions of this Agreement  shall not be
construed as a waiver or relinquishment of future compliance therewith, and said
terms,  conditions  and  provisions  shall  remain in full force and effect.  No
waiver of any term or  condition  of this  Agreement on the part of either party
shall be effective for any purpose  whatsoever  unless such waiver is in writing
and signed by such party.

16. Remedies for Breach. The Executive understands and agrees that any breach of
Sections  4,6,  7 or 8 of  this  Agreement  by the  Executive  would  result  in
irreparable  damage to the  Company  and to the  Affiliates,  and that  monetary
damages  alone  would not be  adequate  and,  in the event of such  breach,  the
Company  shall have, in addition to any and all remedies at law, the right to an
injunction,  specific performance or other equitable relief necessary to prevent
or redress the violation of the Company's obligations under such Sections.

17.  Governing  Law.  This  Agreement  shall be governed by, and  construed  and
interpreted in accordance  with, the laws of the State of Florida without regard
to such State's  principles  of conflict of laws.  The parties  irrevocably  and
unconditionally  agree that the exclusive place of jurisdiction  for any action,
suit or proceeding ("Actions") relating to this Agreement shall be in the courts
of the  United  States of America  sitting  in the State of Florida  or, if such
courts  shall not have  jurisdiction  over the subject  matter  thereof,  in the
courts of the State of  Florida  sitting  therein,  and each such  party  hereby
irrevocably  and  unconditionally  agrees to submit to the  jurisdiction of such
courts  for  purposes  of  any  such  Actions.   Each  party   irrevocably   and
unconditionally  waives  any  objection  it may have to the venue of any  Action
brought in such courts or to the convenience of the forum. Final judgment in any
such Action shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the  judgment,  a certified  or true copy of which  shall be  conclusive
evidence  of the fact and the amount of any  indebtedness  or  liability  of any
party therein described.

18.  Headings:  Construction.  The  headings  of  paragraphs  are  inserted  for
convenience  and shall not  affect any  interpretation  of this  Agreement.  The
parties  hereto agree that should an occasion arise in which  interpretation  of
this Agreement becomes necessary,  such construction or interpretation shall not
presume that the terms hereof be more  strictly  construed  against one party by
reason of any rule of construction or authorship.

19. Counterparts.  This Agreement may be executed in counterparts,  all of which
shall be considered one and the same  agreement and shall become  effective when

<PAGE>

one or more  counterparts  have been signed by each of the parties and delivered
to the other parties.

20.  Relationship of the Parties.  Except as otherwise provided herein, no party
shall have any right,  power or authority to create any  obligation,  express or
implied, on behalf of any other party.  Nothing in this Agreement is intended to
create or constitute a joint venture, partnership or revenue sharing arrangement
between the parties hereto or persons referred to herein.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first above written.

Executive: By Michael W. Carrender

______________________________


Company: Tiger Telematics, Inc.

______________________________
By: Name:
Title:


<PAGE>


AMENDMENT TO EMPLOYMENT AGREEMENT.

AGREEMENT  made as of the 22nd day of October 2004,  between  Tiger  Telematics,
Inc. a Delaware corporation (the "Company") and Michael W. Carrender Executive.

WHEREAS,  the Executive had an employment agreement with the Company dated March
1, 2004 as approved by the Board of Directors.

WHEREAS,  the Board of Director's  has  determined to increase the  compensation
paid executive at a Board of Directors  Meeting held on October 22, 2004,  based
on the performance of the Company  relative to completing the development of the
Gizmondo,  the launch of the product, fund raising of capital and other positive
performance issues.

WHEREAS,  whereas  Executive and Board have agreed to memorialize this provision
by amending the existing employment agreement.

NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of  the  respective
covenants and  agreements of the parties  herein  contained,  the parties hereto
agree as follows:

    1.  Amend Section 3 Compensation and Related Matters (a) Base Salary to read
        $1,800,000.
    2.  Said  amendment  is  effective  October 1, 2004 as the  beginning of the
        month.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year first above written.

Executive: By Michael W. Carrender

______________________________


Company: Tiger Telematics, Inc.

______________________________
By: Name:
Title:



<PAGE>

                  SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT


         This SECOND  AMENDMENT TO THE EMPLOYMENT  AGREEMENT dated September 14,
2005,  is by and  between  Tiger  Telematics,  Inc.  ("Tiger")  and  Michael  W.
Carrender ("Carrender").

                                    RECITALS
                                    --------

         Tiger and  Carrender are parties to that certain  Employment  Agreement
dated  March  1,  2004  (the  "Employment   Agreement").   Tiger  and  Carrender
acknowledge and agree that (i) a provision in the Employment  Agreement granting
a  nonqualified  stock  option to  Carrender  was  erroneously  included  in the
Employment  Agreement and (ii) this term was not part of the negotiated terms of
the Employment Agreement,  was not effected and had no force or effect as of the
execution  of the  Employment  Agreement.  On  May 5,  2004,  Tiger's  Board  of
Directors  approved an  amendment to the  Employment  Agreement on the terms set
forth herein.  Tiger and Carrender  have agreed to memorialize  their  agreement
pursuant to this Amendment.

                                    AGREEMENT
                                    ---------

         For and in  consideration of the mutual covenants herein and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, Tiger and Carrender agree as follows:

                  1.       Amendment  to  Employment  Agreement.  Subpart (f) of
item 3 of the Employment Agreement,  titled "Equity Interest", is hereby deleted
in its entirety as of the initial execution date of the Employment Agreement and
is of no force or effect as of such date.

                  2.       Miscellaneous.

                  (a)      This  Agreement  may  be  executed  in  a  number  of
identical counterparts which, taken together,  shall constitute collectively one
agreement.

                  (b)      Any   future   waiver,   alteration,   amendment   or
modification  of any of the  provisions  of this  Agreement  with respect to the
subject  matter hereof shall not be valid or  enforceable  unless in writing and
signed by all parties hereto.

                  (c)      This Amendment and the Employment Agreement represent
the final and entire  agreement  among the parties  with  respect to the subject
matter hereof and may not be  contradicted  by evidence of prior oral or written
agreements,  or  contemporaneous or subsequent oral agreement among the parties.
There are no unwritten oral agreements among the parties.

<PAGE>


EXECUTED and DELIVERED as of the date above.


                                                   TIGER TELEMATICS, INC.


                                                   By:_________________________
                                                   Name:_______________________
                                                   Title:______________________




                                                   ____________________________
                                                     Michael W. Carrender

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