**MyECheck
      Employment Agreement**




**EMPLOYMENT
        AGREEMENT** ,
        entered
        into and effective as of between MyECheck, Inc., a Delaware Corporation with
        offices located at 1190 Suncast Lane, El Dorado Hills, CA 95762 ("Company"),
        and
        Edward R. Starrs who resides at 674 Platt Cir., El Dorado Hills, CA 95762
        ("Employee").
  **1.
        Employment, Duties and Acceptance**
  1.1
        Company hereby employs Employee for the Term (as defined in Section 2 hereof)
        to
        render exclusive and full-time services in an executive capacity to Company
        and
        to the subsidiaries of Company engaged in the business of electronic check
        services and in connection therewith to devote his best efforts to the affairs
        of the Company and to perform such duties as Employee shall reasonable be
        directed to perform by officers of the Company.
  1.2
        Employee hereby accepts such employment and agrees to render such services.
        Employee agrees to render such services at Company's offices located in the
        El
        Dorado Hills area, but Employee will travel on temporary trips to such other
        place or places as may be required from time to time to perform his duties
        hereunder. During the Term hereof, Employee will not render any services
        for
        others, or for Employee's own account, in the business of electronic check
        services and will not render any services to any supplier or significant
        customer of Company.
  **2.
        Term of Employment**
  **2.1** The term
        of Employee's employment pursuant to this Agreement (the "Term") shall begin
        on
        January 1, 2007, and shall end on December 31, 2009 subject to the provisions
        of
        Article 4 of this Agreement providing for earlier termination of Employee's
        employment in certain circumstances. Employee may at any time during the
        term,
        terminate this agreement with, or without cause, providing 30 days notice
        of
        intent to terminate agreement is given.




**3.
        Compensation**
  **3.1** As
        compensation for all services to be rendered pursuant to this Agreement to
        or at
        the request of Company, Company agrees to pay Employee a salary at the rate
        of
        $240,000.00 per annum plus bonuses.
  The
        Salary set forth hereinabove shall be payable in accordance with the regular
        payroll practices of the Company for executives. All payments hereunder shall
        be
        subject to the provisions of Article 4 hereof.
  **3.2** Company
        shall pay or reimburse Employee for all necessary and reasonable expenses
        incurred or paid by Employee in connection with the performance of services
        under this Agreement upon presentation of expense statements or vouchers
        or such
        other supporting information as it from time to time requests evidencing
        the
        nature of such expense, and, if appropriate, the payment thereof by Employee,
        and otherwise in accordance with Company procedures from time to time in
        effect.
  **3.3** During
        the Term, Employee shall be entitled to participate in any group insurance,
        qualified pension, hospitalization, medical health and accident, disability,
        or
        similar plan or program of the Company now existing or hereafter established
        to
        the extent that he is eligible under the general provisions thereof.
        Notwithstanding anything herein to the contrary, however, Company shall have
        the
        right to amend or terminate any such plans or programs.
  **3.4** The
        Executive shall be entitled to Three (3) weeks paid vacation time annually,
        to
        be taken at times selected by him, with the prior concurrence of to whom
        the
        Executive is to report. ****




**4.
      Termination**




**4.1
      Disability.** If
      Employee shall be prevented from performing Employee's usual duties for a period
      of 12 consecutive months, or for shorter periods aggregating more than 18 months
      of the term of this agreement by reason of physical or mental disability, total
      or partial, (herein referred to as "disability"), Company shall nevertheless
      continue to pay full salary up to and including the last day of the twelfth
      consecutive month of disability, or the day on which the shorter periods of
      disability shall have equaled a total of eighteen months, but Company may at
      any
      time or times on or after such last day (but before the termination of such
      disability), elect to terminate this Agreement upon written notice to employee,
      effective on such 1st day, without further obligation or liability to Employee,
      except for any compensation accrued hereunder but not yet paid. If Company
      does
      not so elect, this Agreement shall remain in full force and effect, except
      that
      Company shall not be obligated to pay any compensation set forth in Article
      3
      hereof to Employee during the remaining period of disability.









**4.2
      Death.** In the
      event of Employee's death during the Term, this Agreement shall automatically
      terminate, except that (a) Employee's estate shall be entitled to receive the
      compensation provided for hereunder to the last day of the term of this
      agreement; and (b) such termination shall not affect any amounts payable as
      insurance or other death benefits under any plans or arrangements then in force
      or effect with respect to Employee.




**4.3
      Specified Cause.** Company
      may at any time during the Term, by notice, terminate the employment of Employee
      for malfeasance, misfeasance, or nonfeasance in connection with the performance
      of Employee's duties, the cause to be specified in the notice of termination.
      Without limiting the generality of the foregoing, the following acts during
      the
      Term shall constitute grounds for termination of employment
      hereunder:




**4.3.1** Any
        willful and intentional act having the effect of injuring the reputation,
        business, business relationships of Company or its affiliates;
  **4.3.2** Conviction
        of or entering a plea of nolo contendere to a charge of a felony or a
        misdemeanor involving moral turpitude;
  **4.3.3** Material
        breach of covenants contained in this Agreement; and
  **4.3.4** Repeated
        or continuous failure, neglect, or refusal to perform Employee's duties
        hereunder.
  **5.
        Protection of Confidential Information**
  **5.1** In view
        of the fact that Employee's work as an employee of Company will bring Employee
        into close contact with many confidential affairs of the Company and its
        affiliates, including matters of a business nature, such as information about
        costs, profits, markets, sales, and any other information not readily available
        to the public, and plans for future developments, Employee agrees:
  **5.1.1** To keep
        secret all confidential matters of Company and its affiliates and not to
        disclose them to anyone outside of Company, either during or after Employee's
        employment with Company, except with Company's written consent; and
  **5.1.2** To
        deliver promptly to Company on termination of Employee's employment by Company,
        or at any time Company may so request, all memoranda, notes, records, reports,
        and other documents (and all copies thereof) relating to Company's and its
        affiliates' businesses which Employee may then possess or have under the
        Employee's control.




**6.
        Ownership of Results of Services:**
  **6.1** Company
        acknowledges **** that
        Patent Application Number 11/413,673 “Method and Apparatus for Online Check
        Processing”, is the property of Employee and is excluded from and is not subject
        to any of the terms of this agreement. Company shall own, and Employee hereby
        transfers and assigns to it, all rights of every kind and character throughout
        the work, in perpetuity, in and to any material and/or ideas written, suggested,
        or submitted by Employee hereunder and all other results and proceeds of
        Employee's services hereunder, whether the same consists of literary, dramatic,
        mechanical or any other form of works, themes, ideas, creations, products,
        or
        compositions. Employee agrees to execute and deliver to Company such assignments
        or other instruments as Company may require from time to time to evidence
        its
        ownership of the results and proceeds of Employee's services.
  **7.
        Notices:**
  **7.1** All
        notices, requests, consents and other communications required or permitted
        to be
        given hereunder shall be in writing and shall be deemed to have been duly
        given
        if delivered personally or sent by prepaid telegram, or mailed first-class,
        postage prepaid, as follows:
  
  If
        to
        Employee: Edward R Starrs, 674 Platt Circle, El Dorado Hills, CA 95762
  If
        to
        Company: MyECheck, Inc., 1190 Suncast Lane, Suite 5, El Dorado Hills, CA
        96762
  or
        as
        such other addresses as either party may specify by written notice to the
        other
        as provided in this Section 7.1.




**8.
      General**




**8.1** It is
      acknowledged that the rights of Company under this Agreement are of a special,
      unique, and intellectual character which gives them a peculiar value, and that
      a
      breach of any provision of this Agreement (particularly, but not limited to,
      the
      exclusivity provisions hereof and the provisions of Article 5 hereof), will
      cause Company irreparable injury and damage which cannot be reasonably or
      adequately compensated in damages in an action at law. Accordingly, without
      limiting any right or remedy which Company may have in the premises, Employee
      specifically agrees that Company shall be entitled to seek injunctive relief
      to
      enforce and protect its rights under this Agreement.




**8.2** This
      Agreement sets forth the entire agreement and understanding of the parties
      hereto, and supersedes all prior agreements, arrangements, and understandings.
      Nothing herein contained shall be construed so as to require the commission
      of
      any act contrary to law and wherever there is any conflict between any provision
      of this Agreement and any present or future statute, law, ordinance or
      regulation, the latter shall prevail, but in such event the provision of this
      Agreement affected shall be curtailed and limited only to the extent necessary
      to bring it within legal requirements. Without limiting the generality of the
      foregoing, in the event that any compensation or other monies payable hereunder
      shall be in excess of the amount permitted by any such statute, law, ordinance,
      or regulation, payment of the maximum amount allowed thereby shall constitute
      full compliance by Company with the payment requirements of this Agreement.




**8.3** No
      representation, promise, or inducement has been made by either party that is
      not
      embodied in this Agreement, and neither party shall be bound by or liable for
      any alleged representation, promise, or inducement not so set forth. The section
      headings contained herein are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.




**8.4** The
      provisions of this Agreement shall inure to the benefit of the parties hereto,
      their heirs, legal representatives, successors, and assigns. This Agreement,
      and
      Employee's rights and obligations hereunder, may not be assigned by Employee.
      Company may assign its rights, together with its obligations, hereunder in
      connection with any sale, transfer or other disposition of all or substantially
      all of its business and assets. Company may also assign this Agreement to any
      affiliate of Company; provided, however, that no such assignment shall (unless
      Employee shall so agree in writing) release Company of liability directly to
      Employee for the due performance of all of the terms, covenants, and conditions
      of this Agreement to be complied with and performed by Company. The term
      "affiliate", as used in this agreement, shall mean any corporation, firm,
      partnership, or other entity controlling, controlled by or under common control
      with Company. The term "control" (including "controlling", "controlled by",
      and
      "under common control with"), as used in the preceding sentence, shall be deemed
      to mean the possession, directly or indirectly, of the power to direct or cause
      the direction of the management and policies of such corporation, firm,
      partnership, or other entity, whether through ownership of voting securities
      or
      by contract or otherwise.




**8.5** This
        Agreement may be amended, modified, superseded, cancelled, renewed or extended,
        and the terms or covenants hereof may be waived, only by a written instrument
        executed by both of the parties hereto, or in the case of a waiver, by the
        party
        waiving compliance. The failure of either party at any time or times to require
        performance of any provisions hereof shall in no manner affect the right
        at a
        later time to enforce the same. No waiver by either party of the breach of
        any
        term or covenant contained in this Agreement, whether by conduct or otherwise,
        in any one or more instances, shall be deemed to be, or construed as, a further
        or continuing waiver of any such breach, or a waiver of the breach of any
        other
        term or covenant contained in this Agreement.
  **8.6** This
        Agreement shall be governed by and construed according to the laws of the
        State
        of California applicable to agreements to be wholly performed
        therein.
  
  IN
        WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
        of the
        date first above written.




MyECheck,
                Inc
            
            Edward
                R StarrsByTitle
            
            DateDate