Exhibit 10.1


    
      

    

     

    Exhibit
      10.1

     

    

       

      EMPLOYMENT
        AGREEMENT

       

       

                 
        This Employment Agreement (this “Agreement”) is entered into as of the
        9th
        day of
        May, 2006 (the “Effective Date”), between Oasys Mobile, Inc., a Delaware
        corporation (the “Company”),
        and
        Jonathan Ressler (the “Executive”).

       

       

      RECITALS:

       

       

                 
        WHEREAS, the Company desires to employ Executive, and Executive desires to
        be
        employed by the Company, on the terms and subject to the conditions set forth
        herein; 

       

                 
        NOW, THEREFORE, in consideration of the mutual premises herein contained,
        the
        parties agree as follows:

       

                 
        1.         Employment. 
        The Company hereby employs Executive as Chief Marketing Officer, and Executive
        hereby accepts such employment on the terms and subject to the conditions
        hereinafter set forth. 

       

                 
        2.         Duties
        of Executive.

       

                             
        2.1       Executive shall report directly to the
        Chief Executive Officer, and shall perform such duties consistent with his
        position as Chief Marketing Officer pursuant to the direction of the Chief
        Executive Officer. 

       

                             
        2.2       Executive shall be required to devote
        his full business time, attention and effort to the Company’s business and
        affairs except for vacation time and reasonable periods of absence due to
        sickness, personal injury or other disability and shall perform diligently
        such
        duties as are customarily performed by executives in similar positions with
        companies similar in character or size to the Company, all subject to the
        direction of the Board, together with such other duties as may be reasonably
        requested from time to time by the Board, which duties shall be consistent
        with
        his positions as set forth above.  Executive agrees to use all of his
        skills and business judgment and render services to the best of his ability
        to
        serve the interests of the Company.  Subject to the terms of Section 7
        hereof, this shall not preclude Executive from serving on community and civic
        boards, participating in industry associations, pursuing his personal financial
        and legal affairs or otherwise engaging in other activities, so long as such
        activities do not unreasonably interfere with his duties to the
        Company.

       

                 
        3.         Support
        Services. 
        Executive shall be entitled to all the administrative, operational and facility
        support customary to a similarly situated executive.  This support shall
        include, without limitation, a suitably appointed office, and payment of
        or
        reimbursement for reasonable cellular telephone expenses, travel and
        entertainment expenses and any and all other business expenses reasonably
        incurred on behalf of or in the course of performing duties for the Company,
        all
        in accordance with the expense reimbursement policies established from time
        to
        time by the Company.  Executive agrees to provide documentation of these
        expenses as may be reasonably required.  

       


      
        
          
          

        

        
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        4.         Term.
        Except
        as set forth in this Agreement, Executive’s employment shall be “at will”, and
        such employment shall be able to be terminated by either party immediately
        upon
        notice to the other party

       

                 
        5.         Compensation. 
        Throughout the Term, the Company shall pay or provide, as the case may be,
        to
        Executive the compensation and other benefits and rights set forth in this
        Section 5.

       

                             
        5.1       Base
        Salary. 
        The  Company shall pay to Executive a base salary (“Base Salary”), payable
        in accordance with the Company’s usual pay practices (and in any event no less
        frequently than monthly), of $195,000 per annum (the “Initial Base
        Salary”).  The Compensation Committee may annually review Executive’s Base
        Salary in light of the base salaries paid to other executive officers of
        the
        Company and the performance of Executive, and the Compensation Committee
        may, in
        its discretion, increase such Base Salary by an amount it determines is
        appropriate. 

       

      Once
        Executive’s Base Salary is increased, it shall not thereafter be reduced for any
        reason. 

       

                             
        5.2       Performance
        Bonus. 
        

       

      (a) The
        Executive may receive a bonus of up to 100% of his then current Base Salary
        upon
        the achievement of annual objectives, as set by the Chief Executive Officer
        and
        Board of Directors. These targets for the 2006 fiscal year shall be set within
        thirty (30) days of the execution of this Agreement. Any such bonus earned
        for
        the 2006 fiscal year shall be pro rated for the length of service of the
        Executive in the 2006 fiscal year. Bonus paid to the Executive may consist
        of
        cash, stock options or a combination of both at the Executive’s option.


       

      (b) The
        Company may also consider the Executive for a cash bonus for each fiscal
        year,
        or part thereof that he is employed by the Company, in an amount to be
        determined at the discretion of the Board.   

       

      5.3 Option
        Grants.
        The
        Company shall grant to the Executive options to purchase 200,000 shares of
        the
        Company’s common stock on the terms as set forth in the Stock Option Agreement
        attached to this Agreement as Appendix A, which is incorporated into this
        Agreement for all purposes. 

       

      5.4      
        Insurance. 
        The Company shall provide medical, vision, hospitalization, disability and
        dental insurance for Executive, his spouse and eligible family members, subject
        to and in accordance with the Company’s policy, the proportion of the cost
        thereof to be borne by the Company and Executive to be in accordance with
        such
        policy.

       


      
        
          
          

        

        
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        5.5       Employee
        Benefit Plans. 
        Executive shall be eligible to participate in all retirement and other benefit
        plans of the Company generally available from time to time to employees of
        the
        Company and for which Executive qualifies under the terms thereof (and nothing
        in this Agreement shall, or shall be deemed to, in any way affect Executive’s
        rights and benefits thereunder except as expressly provided
        herein).

       

                             
        5.6       Other
        Benefit Plans. 
        Executive shall be entitled to participate in any equity or other employee
        benefit plan that is generally available to senior executive officers, as
        distinguished from general management, of the Company, at the highest level
        provided for any employee.  Executive’s participation in and benefits under
        any such plan shall be on the terms and subject to the conditions specified
        in
        the governing document of the particular plan.    

       

                             
        5.7       Vacation. 
        Executive shall be entitled to Twenty (20) days of vacation allowance each
        year,
        which shall accrue at the rate of five (5) days per calendar quarter, but
        may be
        used in advance of accrual.  Vacation days not used in one calendar year
        shall carry over to the following calendar year(s) up to a maximum of ten
        days.
        Executive shall also be entitled to a sick leave allowance as provided under
        the
        Company’s vacation and sick leave policy for executive officers. 

       

                 
        6.         Termination.

       

                             
        6.1       Bases
        for Termination. 
        Executive’s employment under this Agreement and the Term shall be terminated
        immediately on the death of Executive and may be terminated by the
        Board:

       

      (a)       at
        any time without Cause prior to a Change of Control; 

       

      (b)       
        at
        any
        time without Cause upon a Change of Control; or

       

      (c)       
        at any time for “Cause” (as defined in Section 6.6 hereof); 

       

                             
        6.2       Termination
        by Death. 
        If Executive’s employment is terminated by death, Executive’s estate or
        designated beneficiaries shall be entitled to receive:

       

      (a)
         any
        accrued but unpaid salary;

       

      (b)  
         a
        cash
        lump sum payment in respect of accrued but unused vacation days pursuant
        to the
        terms of this Agreement; 

       

      (c)       
        life insurance benefits pursuant to any life insurance policy purchased by
        the
        Company on the Executive, if any;   

       

      (d)       
        a pro rata portion of the bonus applicable to the calendar year in which
        such
        termination occurs, payable when and as such bonus is determined under Section
        5.2; and

       


      
        
          
          

        

        
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      (e)       
        reimbursement for all expenses incurred by Executive pursuant to Section
        3
        hereto

       

      6.3.
         Termination
        by the Company without Cause prior to a Change of Control. 
        If Executive’s employment is terminated by the Company without Cause (as defined
        in Section 6.6(a)) prior to a Change of Control, Executive shall be entitled
        to
        receive: 

       

      (a)
         accrued
        but unpaid Base Salary to the date of such termination; 

       

      (b)  
         a
        cash
        lump sum payment in respect of accrued but unused vacation days pursuant
        to the
        terms of this Agreement; 

       

      (c)    a
        cash lump sum payment equivalent to one (1) month of executive’s then current
        base salary for every three (3) months Executive has served under this
        Agreement, up to a maximum of one (1) year of Executive’s then current Base
        Salary (the “Severance Period”) .

       

      (d)       
        a cash lump sum payment of the pro rata bonus applicable to the calendar
        year in
        which such termination occurs; this cash lump sum payment shall be payable
        within ten (10) days after the determination that the annual objectives,
        as set
        by the Board of Directors pursuant to Section 5.2 of this Agreement, have
        been
        met; and

       

      (e)       
        reimbursement for all expenses incurred by Executive pursuant to Section
        3 prior
        to his termination.

       

                   6.4      
        Termination
        by the Company without Cause Upon a Change of Control.
        If
        Executive’s employment is terminated by the Company without Cause (as defined in
        Section 6.6(a)) upon a Change of Control (as defined in Section 6.6 (b))
        within
        six (6) months of such Change of Control, Executive shall be entitled to
        receive: 

       

      (a)
         accrued
        but unpaid Base Salary to the date of such termination; 

       

      (b)  
         a
        cash
        lump sum payment in respect of accrued but unused vacation days pursuant
        to the
        terms of this Agreement; 

       

      (c)       
        a cash lump sum payment of the pro rata bonus applicable to the calendar
        year in
        which such termination occurs; this cash lump sum payment shall be payable
        within ten (10) days after the determination that the annual objectives,
        as set
        by the Board of Directors pursuant to Section 5.2 of this Agreement, have
        been
        met; 

       

      (d)    a
        cash lump sum payment equivalent to six (6) months of executive’s then current
        Base Salary; and 

       


      
        
          
          

        

        
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      (e)       
        acceleration of the vesting of one hundred percent (100%) of the unvested
        portion of Executive’s stock options or other stock-based awards, together with
        the right to exercise such stock options or awards for a period equal to
        the
        remaining term for exercising such options or awards under the applicable
        agreement and/or plan; 

       

      (f)        
        continuation of the insurance provided by the Company pursuant to Section
        5.4
        for a period equivalent to six months; and 

       

      (g)       
        reimbursement for all expenses incurred by Executive pursuant to Section
        3 prior
        to his termination.

       

                   6.5      
        Termination
        by the Company for Cause or by Executive. 
        If Executive’s employment is terminated by the Company for Cause or by
        Executive, the Company shall not have any other or further obligations to
        Executive under this Agreement, except 

       

      (a)
         as
        may be
        provided in accordance with the terms of retirement and other benefit plans
        pursuant to Sections 5.5 and 5.6 hereof; 

       

      (b) 
        as to
        that portion of any unpaid Base Salary and other benefits accrued and earned
        under this Agreement through the date of such termination; 

       

      (c) all
        stock
        option grants that have vested as of the Executive’s date of termination
        pursuant to this Section 6.5 for the remainder of the term of such option
        grants;

       

      (d) as
        to
        benefits, if any, provided by any insurance policies in accordance with their
        terms; and 

       

      (e)
         reimbursement
        for all expenses incurred by Executive pursuant to Section 3 prior to his
        termination). 

       

      In
        addition, if Executive’s employment is terminated by the Company for Cause at
        any time during the Term, Executive shall immediately forfeit any and all
        unvested stock rights, stock options and other such unvested incentives or
        awards previously granted to him by the Company and any Bonus(es) earned
        by him
        but not paid pursuant to Section 5.2 of this Agreement.  The foregoing
        sentence shall be in addition to, and not in lieu of, any and all other rights
        and remedies which may be available to the Company under the circumstances,
        whether at law or in equity.  

       

                          6.6      
        Definitions. 
        As used herein: 

       

      (a)       
        “Cause”
shall
        mean: 

       


      
        
          
          

        

        
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      (1)       
        active participation by Executive in fraudulent conduct against the Company,
        conviction of or a plea of guilty or nolo
        contendere
        with
        respect to a felony involving theft or moral turpitude, an act or series
        of
        deliberate acts which were not taken in good faith by Executive and which,
        in
        the reasonable judgment of the Board, results or will likely result in material
        injury to the business, operations or business reputation of the Company,
        or an
        act or series of acts constituting willful malfeasance or gross misconduct;
        

       

      (2)       
        a substantial and continual refusal by Executive in breach of this Agreement
        to
        perform the duties, responsibilities or obligations assigned to Executive
        pursuant to the terms hereof, which breach has not been cured (if it is of
        a
        nature that can be cured) to the Board’s reasonable satisfaction within ten (10)
        days after the Company gives written notice thereof to Executive; or


       

      (3)       
        excessive absenteeism by Executive; provided that absenteeism (i) related
        to
        illness or otherwise covered by Section 6 hereof, (ii) required to be permitted
        under applicable federal or state laws, or (iii) permitted under Company
        policy,
        shall not be deemed to be excessive. 

       

                 
        Executive shall be permitted to respond and defend himself before the Board
        within thirty (30) days after delivery to Executive of written notification
        of
        any proposed termination for Cause which specifies in detail the reasons
        for
        such termination.  If the majority of the members of the Board (excluding
        Executive) do not confirm that the Company had grounds for a “Cause”
termination, Executive shall have the option to treat his employment as not
        having terminated or as having been terminated pursuant to a termination
        without
        Cause. 

       

      (b)       
        A “Change
        in Control”
shall
        occur if: 

       

      (1)       
        there shall be consummated any consolidation or merger of the Company in
        which
        the Company is not the continuing or surviving corporation; 

       

      (2)       
        any Person (as defined in Section 2(a)(2) of the Securities Act of 1933,
        as
        amended) other than the Company, subsequently becomes the beneficial owner,
        directly or indirectly (including by holding securities which are exercisable
        for or convertible into shares of capital stock of the Company) of forty
        percent
        (40%) or more of the combined voting power of the then outstanding shares
        of
        capital stock of the Company entitled to vote generally in the election of
        directors; 

       

      (3)       
        the Company sells, leases, exchanges or otherwise transfers all or substantially
        all of its property and assets (in a transaction or series of transactions
        contemplated or arranged by any party as a single plan); 

       

      (4)       
        Continuing Directors cease to constitute at least a majority of the Board;
        or


       


      
        
          
          

        

        
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      (5)       
        a majority of the Outside Directors determine that a Change in Control has
        occurred. 

       

      (c)       
        “Continuing
        Directors”
shall
        mean the members of the Board in  office
        on
        July 16, 2004, and any successor to any such director whose nomination
 or
        selection was approved by a majority of the directors in office at the time
        of
        the  director’s
        nomination or selection. 

       

      (d)        
        “Outside
        Director”
means
        a
        member of the Board who is not,  and
        who
        during the past six months was not, an employee of officer of the  Company.
        

       

      (e)       
        “Termination
        Upon a Change in Control”
means
        termination of Executive’s employment by the Company or the Company’s successor
        within one year following a Change in Control other than a termination for
        Cause
        or a termination resulting from Executive’s death. 

       

                             
        6.7       Mitigation
        of Damages. 
        Executive is not required to mitigate the amount of any payments to be made
        by
        the Company pursuant to this Agreement following his termination by seeking
        other employment or otherwise.  In addition, the amount of any
        post-termination payments provided for in this Agreement shall, except as
        otherwise expressly provided herein, not be reduced by any remuneration earned
        by Executive during the period following the termination of his employment
        as a
        result of employment by another employer or otherwise after the date of
        termination of his employment with the Company.

       

      7.        
        Covenants and Confidential Information.  

       

                             
        7.1       Restrictive
        Covenants. 
        Executive acknowledges the Company’s reliance on and expectation of Executive’s
        continued commitment to performance of his duties and responsibilities during
        the term.  In light of such reliance and expectation on the part of the
        Company, during the applicable period hereafter specified in Section 8.2,
        Executive shall not

       

      (a) directly
        or indirectly, do or suffer any of the following; 

       

      (1)       
        own, manage, control or participate in the ownership, management or control
        of,
        or be employed or engaged by or otherwise affiliated or associated as a
        consultant, independent contractor or otherwise with, any other corporation,
        partnership, proprietorship, firm, association or other business entity engaged
        in the business of, or otherwise engage in the business of, information
        processing of multimedia over mobile and wireless networks  within the
        United States in competition with the Company; provided, however, that the
        beneficial and/or record ownership of not more than 4.9% of any class of
        publicly traded securities of any entity shall not be deemed a violation
        of this
        covenant; 

       


      
        
          
          

        

        
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      (2)       
        solicit any business or contracts from any customers of the Company or its
        affiliates, any past customers of the Company or its affiliates, or any
        prospective customers of the Company or its affiliates (i.e., potential
        customers from which the Company or its affiliates has solicited business
        at any
        time during the one year period preceding the expiration or termination of
        the
        Term), except as necessitated by Executive’s position with the Company and then
        only in furtherance of the business interests of the Company or its affiliates;
        

       

      (3)       
        induce or attempt to induce any such customer to alter its business relationship
        with the Company or its affiliates except as necessitated by Executive’s
        position with the Company and then only in furtherance of the business interests
        of the Company or its affiliates; 

       

      (4)       
        solicit or induce or attempt to solicit or induce any employee of the Company
        or
        its affiliates to leave the employ of the Company or any of its affiliates
        for
        any reason whatsoever or hire any employee or any person who was an employee
        of
        the Company or its affiliates within the twelve (12) month period prior to
        such
        hiring; or 
           

       

                                (b)       
        disclose, divulge, discuss, copy or otherwise use or suffer to be used in
        any
        manner, other than in accordance with Executive’s duties hereunder, any
        confidential or proprietary information relating to the Company’s business,
        prospects, finances, operations or properties or other trade secrets of the
        Company, it being acknowledged by Executive that all such information regarding
        the business of the Company compiled or obtained by, or furnished to, Executive
        while Executive shall have been employed by or associated with the Company
        is
        confidential and/or proprietary information and the Company’s exclusive
        property; provided, however, that the foregoing restrictions shall not apply
        to
        the extent that such information: (A) is clearly obtainable in the public
        domain; (B) becomes obtainable in the public domain, except by reason of
        the
        breach by Executive of the terms hereof or by another person barred by a
        similar
        duty of confidentiality; or (C) is required to be disclosed by rule of law
        or by
        order of a court or governmental body or agency.

       

                             
        7.2       Applicable
        Periods. 
        The applicable periods shall be: 

       

      (a)       
        so long as Executive is an employee of the Company; 

       

      (b)       
        as to Section 7.1(b), at any time after Executive is no longer an employee
        of
        the Company; and 

       

      (c)       
        for a period of 6 months after termination of employment.

       

                             
        7.3       Injunctive
        Relief. 
        Executive agrees and understands that the remedy at law for any breach by
        him of
        this Section 7 will be inadequate and that the damages flowing from such
        breach
        are not readily susceptible to being measured in monetary terms. 
Accordingly, it is acknowledged that the Company shall be entitled to immediate
        injunctive relief and may obtain a temporary order restraining any threatened
        or
        further breach.  Nothing in this Section 8 shall be deemed to limit the
        Company’s remedies at law or in equity for any breach by Executive of any of the
        provisions of this Section 8 which may be pursued or availed of by the
        Company.

       


      
        
          
          

        

        
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        7.4       Acknowledgment
        by Executive. 
        Executive has carefully considered the nature and extent of the restrictions
        upon him and the rights and remedies conferred upon the Company under this
        Section 7, and hereby acknowledges and agrees that the same are reasonable
        in
        time and territory, are designed to eliminate competition which otherwise
        would
        be unfair to the Company, do not stifle the inherent skill and experience
        of
        Executive, would not operate as a bar to Executive’s sole means of support, are
        fully required to protect the legitimate interests of the Company, and do
        not
        confer a benefit upon the Company disproportionate to the detriment of
        Executive.

       

                             
        7.5       Survival. 
        Executive acknowledges that Executive’s obligations under this Section 7 shall
        survive in accordance with Section 7.2 hereof regardless of whether Executive’s
        employment by the Company is terminated, voluntarily or involuntarily, by
        the
        Company or Executive, with Cause or without Cause. 

       

                 
        8.         Proprietary
        Rights.

       

                             8.1      
        At all times during the Term, all right, title and interest in all copyrightable
        material which Executive shall conceive or originate, either individually
        or
        jointly with others, and which arise out of the performance of this Agreement,
        will be the property of the Company and are by this Agreement assigned to
        the
        Company along with ownership of any and all copyrights in the copyrightable
        material.  At all times during the Term, Executive agrees to execute all
        papers and perform all other acts necessary to assist the Company to obtain
        and
        register copyrights on such materials in any and all countries, and the Company
        agrees to pay expenses associated with such copyright registration.  Works
        of authorship created by Executive for the Company in performing his
        responsibilities under this Agreement shall be considered “works made for hire”
as defined in the U.S. Copyright Act.  In addition, Executive hereby
        assignees to the Company all proprietary rights, including but not limited
        to,
        all patents, copyrights, trade secrets and trademarks Executive might otherwise
        have, by operation of law or otherwise, in all inventions, discoveries, works,
        ideas, information, knowledge and data related to Executive’s access to
        confidential information of the Company during the Term.

       

                             
        8.2       All know-how and trade secret
        information conceived or originated by Executive which arises out of the
        performance of his obligations or responsibilities under this Agreement during
        the Term shall be the property of the Company, and all rights therein are
        by
        this Agreement assigned to the Company.

       

                             
        8.3       If, during the term, Executive is
        engaged in or associated with the planning or implementing of any project,
        program or venture involving the Company and a third party or parties, all
        rights in such project, program or venture shall belong to the Company. 
Except as formally approved by the Board, Executive shall not be entitled
        to any
        interest in such project, program or venture or to any commission, finder’s fee
        or other compensation in connection therewith other than the compensation
        to be
        paid to Executive as provided in this Agreement.

       


      
        
          
          

        

        
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        8.4       Upon termination of the Term, Executive
        shall deliver promptly to the Company all records, manuals, books, documents,
        letters, memoranda, notes, notebooks, reports, data, tables, calculations,
        customer and prospective customer lists, and copies of all of the foregoing,
        which are the property of the Company, and all other property, trade secrets
        and
        confidential information of the Company, including, but not limited to, all
        documents which in whole or in part contain any trade secrets or confidential
        information of the Company, which in any of these cases are in his possession
        or
        under his control.

       

                             
        8.5       The obligations of Executive under this
        Section 8 shall survive the termination or expiration of the Term.

       

                 
        9.       Indemnification. 
        During the Term, the Company shall indemnify Executive and hold Executive
        harmless from and against any claim, loss or cause of action arising from
        or out
        of Executive’s performance as an officer, director or employee of the Company or
        any of its subsidiaries or in any other capacity, including any fiduciary
        capacity, in which Executive serves at the request of the Company to the
        maximum
        extent permitted by applicable law.  If any claim is asserted hereunder
        with respect to which Executive reasonably believes in good faith he is entitled
        to indemnification, the Company shall pay Executive’s legal expenses (or cause
        such expenses to be paid), on a monthly basis, provided that Executive shall
        reimburse the Company for such amounts if Executive shall be found by a court
        of
        competent jurisdiction not to have been entitled to indemnification.  In
        addition, the Company agrees to provide Executive with coverage under a
        directors and officers liability insurance policy.

       

                 
        10.       Miscellaneous.

       

                             
        10.1     Representation
        and Warranty by Executive. 
        Executive represents and warrants that he is not a party to any agreement,
        contract or understanding, whether employment or otherwise, which would restrict
        or prohibit him from undertaking or performing employment in accordance with
        the
        terms and conditions of this Agreement.

       

                             
        10.2     Severability. 
        The provisions of this Agreement are severable and if any one or more provisions
        may be determined to be illegal or otherwise unenforceable, in whole or in
        part,
        the remaining provisions and any partially unenforceable provision, to the
        extent enforceable in any jurisdiction, nevertheless shall be binding and
        enforceable.

       

                             
        10.3     Assignment. 
        This Agreement shall be binding upon and inure to the benefit of the heirs
        and
        representatives of Executive and the assigns and successors of the Company,
        but
        neither this Agreement nor any rights or obligations hereunder shall be
        assignable or otherwise subject to hypothecation by Executive (except by
        will or
        by operation of the laws of intestate succession) or by the Company, except
        that
        the Company may assign this Agreement to any successor (whether by merger,
        purchase or otherwise) to all or substantially all of the stock, assets or
        business of the Company, and the Company shall require such successor to
        expressly agree to assume the obligations of the Company hereunder.

       


      
        
          
          

        

        
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        10.4     Dispute
        Resolution. 
        Any controversy or claim arising out of or relating to this Agreement, or
        the
        breach thereof, shall be settled by mediation, and if not settled within
        14 days
        of the submission to meditation, by arbitration in accordance with the Voluntary
        Arbitration Rules of the American Arbitration Association, and the arbitration
        shall be held in the Raleigh, North Carolina area.  The arbitrator shall be
        acceptable to both the Company and Executive.  If the parties cannot agree
        on an acceptable arbitrator, the dispute shall be heard by a panel of three
        (3)
        arbitrators, one appointed by each of the parties and the third appointed
        by the
        other two arbitrators.  Judgment upon the award rendered by the arbitrator
        or arbitrators may be entered in any court having jurisdiction thereof. 
The arbitrator or arbitrators shall be deemed to possess the power to issue
        mandatory orders and restraining orders in connection with such arbitration;
        provided, however, that nothing in this Section 11.4 shall be construed so
        as to
        deny the Company the right and power to seek and obtain injunctive relief
        in a
        court of equity for any breach or threatened breach by Executive of his
        covenants contained in Section 8 hereof.  All costs and expenses of
        arbitration shall be paid one-half by the Company and one-half by
        Executive.

       

                             
        10.5     Notices. 
        All notices and other communications required or permitted under this Agreement
        shall be in writing, and shall be deemed properly given if delivered personally,
        mailed by registered or certified mail in the United States mail, postage
        prepaid, return receipt requested, send by facsimile or sent by Express Mail,
        Federal Express or other nationally recognized express delivery service,
        as
        follows:

       

       

      


      
        	
                If
                  to Oasys Mobile:

              	
                If
                  to Executive:

              
	 	 
	
                434
                  Fayetteville Street

              	 
	
                Suite
                  600

              	 
	
                Raleigh,
                  North Carolina 27601

              	 
	
                Attn:
                  Chief Executive Officer 

              	 


      

    

     

     

    Notice
      given by hand, certified or registered mail, or by Express
      Mail, Federal Express or other such express delivery service, shall be effective
      upon receipt.  Notice given by facsimile transmission shall be effective
      upon actual receipt if received during the recipient’s normal business hours, or
      at the beginning of the recipient’s next business day after receipt if not
      received during the recipient’s normal business hours.  All notices by
      facsimile transmission shall be confirmed promptly after transmission in writing
      by certified mail or personal delivery.

     

               
      Any party may change any address to which notice is to be given to it by giving
      notice as provided above of such change of address. 

     

                           
      10.6     Amendment. 
      This Agreement may only be amended by written agreement of the parties
      hereto.

     

    


    
      
        
          
          

        

        
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      10.7     Beneficiaries;
      References. 
      Executive shall be entitled to select (and change, to the extent permitted
      under
      applicable law) a beneficiary or beneficiaries to receive any compensation
      or
      benefit payable hereunder following Executive’s death, and may change such
      election, in either case by giving the Company written notice thereof.  In
      the event of Executive’s death or a judicial determination of his incompetence,
      reference in this Agreement to Executive shall be deemed, where appropriate,
      to
      refer to his beneficiary, estate or other legal representative.  Any
      reference to the masculine gender in this Agreement shall include, where
      appropriate, the feminine.

     

                           
      10.8     Survivorship. 
      The respective rights and obligations of the parties hereunder shall survive
      any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations.  The provisions of this
      Section are in addition to the survivorship provisions of any other section
      of
      this Agreement.

     

                           
      10.9     Governing
      law. 
      This Agreement shall be construed, interpreted and governed in accordance with
      the laws of the State of North Carolina without reference to rules relating
      to
      conflicts of law.  For purposes of jurisdiction and venue, the Company
      hereby consents to jurisdiction and venue in any suit, action or proceeding
      with
      respect to this Agreement in any court of competent jurisdiction in the state
      in
      which Executive resides at the commencement of such suit, action or proceeding
      and waives any objection, challenge or dispute as to such jurisdiction or venue
      being proper.

     

                           
      10.10   Effect
      of Prior Agreements. 
      This Agreement contains the entire understanding between the parties hereto
      with
      respect to the subject matter hereof, and supersedes in all respects any prior
      or other agreement or understanding between the Company or any affiliate of
      the
      Company and Executive with respect to the subject matter hereof.

     

                           
      10.11   Withholding. 
      The Company shall be entitled, to the extent permitted or required by law,
      to
      withhold from any payment of any kind due Executive under this Agreement to
      satisfy the tax withholding obligations of the Company under applicable
      law.

     

                           
      10.12   Counterparts. 
      This Agreement may be executed in two counterparts, each of which shall be
      deemed an original.       

     

     

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    IN
      WITNESS WHEREOF, the
      parties hereto, having duly been authorized, have executed this Agreement as
      of
      May 9, 2006.

     

    

      
        	
                OASYS
                  MOBILE, INC. 

              	
                JONATHAN
                  RESSLER

              
	
                 

              	
                 

              
	
                By:
                  _________________________     

              	
                ________________________________

              
	
                 

              	
                 

              
	
                Name:   Gary
                  E. Ban 

              	
                 

              
	
                Title: 
                  Chief Executive Officer