Exhibit 10.9


    Exhibit
      10.9

    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


     

    THIS
      EMPLOYMENT AGREEMENT (the "Employment Agreement") is made and entered into
      as of
      the

    


    15th
      day of
      December, 2005 (the "Commencement Date"), by and between

    


    Execute
      Sports, Inc. (the "Company"), and

    


    Todd
      M.
      Pitcher, an individual ("Employee")

    .

    WITNESSETH:
      WHEREAS, the Company under the name Execute Sports, Inc. (such activities,
      together with all other activities of the Company and its subsidiaries, if
      any,
      as conducted at or prior to the termination of this Employment Agreement, and
      any future activities reasonably related thereto which are contemplated by
      the
      Company and/or its subsidiaries at the termination of this Employment Agreement
      identified in writing by the Company to Employee at the date of such
      termination, are hereinafter referred to as the "Business
      Activities");

    


    WHEREAS,
      the Company desires to employ Employee upon the terms and subject to the terms
      and conditions set forth in this Agreement.

    


    NOW,
      THEREFORE, in consideration of the premises, the mutual promises, covenants
      and
      conditions herein contained and for other good and valuable considerations,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      intending to be legally bound hereby agree as follows:

    


    EMPLOYMENT.
      The Company hereby employs Employee, and Employee hereby accepts employment
      with
      the Company, all upon the terms and subject to the conditions set forth in
      this
      Employment Agreement.

    


    TERM
      OF
      EMPLOYMENT. The
      term
      of employment of Employee by the Company pursuant to this Employment Agreement
      shall be for the period (the "Employment Period") commencing on the Commencement
      Date and ending on the two year anniversary of the Commencement Date, or such
      earlier date that Employee's employment is terminated in accordance with the
      provisions of this Employment Agreement; provided however, that the Employment
      Period shall automatically be extended for a successive one year period, with
      Employee's written consent, unless the Company gives Employee thirty (30) days
      written notice prior to the end of such year that it does not intend to extend
      the term of the Employment Period.

    


    CAPACITY
      AND DUTIES. Employee is and shall be employed in the capacity of President
      and
      Secretary of the Company and its subsidiaries and shall have such other duties,
      responsibilities and authorities as are assigned to him by the Board of
      Directors so long as such additional duties, responsibilities and authorities
      are consistent with Employee's position and level of authority as President
      and
      Secretary of the Company. Subject to the advice and general directions of the
      Board of Directors, and except as otherwise herein provided, Employee shall
      devote substantially all of his business time, best efforts and attention to
      promote and advance the business of the Company and its subsidiaries and to
      perform diligently and faithfully all the duties, responsibilities and
      obligations of Employee to be performed by him under this Employment Agreement.
      

     

    PLACE
      OF
      EMPLOYMENT. Employee's principal place of work shall be the corporate
      headquarters of the Company, currently located in San Clemente, California
      provided that the location of the Company and its offices may be moved from
      time
      to time in the discretion of the Board of Directors. 

    


    COMPENSATION.
      During the Employment Period, subject to all the terms and conditions of this
      Employment Agreement and as compensation for all services to be rendered by
      Employee under this Employment Agreement, the Company shall pay to or provide
      Employee with the following:

    


    1. Base
      Salary. The Company shall pay to employee a base annual salary at the rate
      of
      Seventy Two Thousand ($72,000.00) dollars per annum, and any extensions thereof,
      payable at such intervals (at least monthly) as salaries are paid generally
      to
      other employees of the Company. At each anniversary date, the Compensation
      Committee shall review employee salary and performance. 

    


    2.
       Stock
      Option. Effective upon the Commencement Date, Employee will be granted options
      to purchase up to three-hundred thousand (300,000) shares at an exercise price
      of $.35 per share; such options will vest ratably, at a rate of 1/24th
      per
      month provided that Employee is employed on each vesting date and will be fully
      vested twenty-four (24) months from the date of grant provided that Employee
      has
      been continuously employed for the entire twenty four months. In the event
      of an
      Approved Transaction or Control Purchase of Execute Sports, Inc., Employee
      will
      have the right to have the options vest immediately, both upon the closing
      of
      such a Transaction or Purchase. At the end of six months of employment, employee
      will be granted an additional option on one-hundred thousand (100,000) shares
      at
      an exercise price of $.35 per share under the same terms as initial grant,
      with
      vesting period beginning starting in the seventh month of employment at a rate
      of 1/24th
      per
      month. At the end of twelve months of employment, employee will be granted
      an
      additional option on one-hundred thousand (100,000) shares at an exercise price
      of $.35 per share under the same terms as initial grant, with vesting period
      beginning starting in the thirteenth month of employment at a rate of
      1/24th
      per
      month. 

    


     

    "Clawback. 
      If Employee engages in conduct which constitutes a basis for termination WITH
      CAUSE (see definition below) by the Company, Employee agrees that any stock
      options granted by the Company shall be rescinded and, upon demand by the
      Company, shall be confirmed as having been rescinded.  Employee and the
      Company agree that this provision is subject to specific performance and gives
      rise to injunctive relief."  

     

    


     

    3.
       Bonus.
      The Company shall implement a performance-driven bonus structure for employee
      based on a percentage of employee’s base salary, which will be determined upon
      board review and recommendation by the Compensation Committee no later than
      ten
      (10) business days after the conclusion of each full year of employment.
      Employee will be responsible for providing the Board of Directors and
      Compensation Committee with a pro forma budget and accompanying projections
      for
      the Board’s review and approval, whereupon the said approved budget and
      projections shall serve as the basis for the “Cost Control and Budgeting”
component of employee’s bonus review structure. 

    


    The
      Company and the employee understand that any extraordinary adjustments to the
      said approved budget and projections resulting from a directive and/or
      resolution from the Board (e.g., such as an increase in expenditures in one
      category or another of the Company’s G&A and/or Operating Expenses) shall be
      reasonably taken into consideration when evaluating employee’s annual
      performance, and in particular, to the employee’s performance as it relates to
      the initial budget and projections set forth by the employee and agreed to
      in
      writing by the Board and incorporated into the Company’s minutes. The Company
      agrees not to unreasonably judge employee’s performance based on circumstances
      beyond employee’s direct control. In turn, employee and Company hereby agree
      that the conclusion as to the employee’s performance and as a direct consequence
      of that conclusion, to the employee’s bonus, shall be made at the Board’s sole
      discretion. The bonus structure is outlined as follows: 

    


    (a)
       Year
      1:
      10% (threshold) / 15% (target) / 30% (outstanding) of base salary

    (b)
       Year
      2:
      12.5% (threshold) / 25% (target) / 50% (outstanding) of base salary


    
      	
              (c
                ) 

            	
              Performance
                Factors and Weighting. Employee’s performance will be weighted and based
                upon certain metrics/benchmarks. In Year 1, the benchmarks and associated
                weighting will include:

            


    

    


    (i)
      Cost
      Control and Budgeting (50%) - Continuous improvement in cost management through
      effective accounting controls and financial management techniques; ensure
      efficient and effective cash management; ensure that financial data is recorded
      accurately and timely in accordance with applicable accounting principles and
      other standards and that financial reports are accurate, timely and reliable;
      ensure quality budget formulation and effective budget execution. 

    (ii)
      Administrative and Regulatory Compliance (35%), Workforce management; planning
      and implementation of SOX policies; 

    (iii)
      Business Analytics and Strategic Planning (15%) - Understanding and mapping
      key
      metrics and performance trends; improvement of core financial processes;
      implementation and oversight of CRM and related programs; financial modeling
      and
      analysis of market opportunities. 

    


    So,
      for
      example, if at after the completion of one year of employment and service to
      the
      Company, the Board determines that employee performed in an Outstanding Capacity
      with respect to Cost Control and Budgeting (30% of 50%), and in an Outstanding
      Capacity in terms of Administrative and Regulatory Compliance (30% of 35%)
      and
      in a Target Capacity in terms of Business Analytics and Strategic Planning
      (15%
      of 15%), then the weighted average would be 27.75%. In which case, employee
      would, in this case, receive a bonus of 27.75% of his annual salary, or
      $19,980.00. 

    


    4. Vacation
      and Other Benefits. 

    (a)
       Employee
      shall be entitled to Two (2) weeks vacation during the first year of employment.
      Employee shall be entitled to three (3) weeks vacation during the second year
      of
      employment. Vacation days not used during the calendar year may not be carried
      into subsequent years. 

    (b)
       Health
      Plan. Company shall underwrite a mutually agreed upon health benefits plan
      for
      Employee that Employee is responsible for administrating. 

    


    EXPENSES.
      The Company shall reimburse Employee for all reasonable, ordinary and necessary
      expenses including, but not limited to, automobile and other business travel
      and
      customer entertainment expenses (no prior approval from direct report required
      up to $500 per month) incurred by him in connection with his employment
      hereunder in accordance with the written policy and guidelines established
      by
      the Company for employee reimbursement, provided, however, Employee shall render
      to the Company a complete and accurate accounting of all such expenses in
      accordance with the substantiation requirements of the Internal Revenue Code,
      as
      amended (the "Code"), as a condition precedent to such reimbursement.


     

    ADHERENCE
      TO STANDARDS. Employee shall comply with the written policies, standards, rules
      and regulations of the Company from time to time established for all executive
      officers of the Company consistent with Employee's position and level of
      authority.

     

    REVIEW
      OF
      PERFORMANCE. The Board of Directors shall periodically review and evaluate
      the
      performance of Employee under this Employment Agreement with
      Employee.

    


    TERMINATION
      WITH CAUSE BY THE COMPANY. This Employment Agreement may be terminated with
      Cause (as hereinafter defined) by the Company provided that the Company
      shall:

    


    1. Give
      Employee the Notice of Termination (as hereinafter defined) and 

    


    2. Pay
      Employee his annual base salary through the Date of Termination (as hereinafter
      defined) at the rate in effect at the time the Notice of Termination is given
      plus any bonus or incentive compensation which has been earned or has become
      payable pursuant to the terms of any compensation or benefit plan as of the
      Date
      of Termination, but which have not yet been paid.

    


    TERMINATION
      WITHOUT CAUSE BY THE COMPANY OR FOR GOOD REASON BY EMPLOYEE. This Employment
      Agreement may be terminated by the Company:

    


    1. At
      the
      end of the Term of Employment, 

    


    2. During
      the Term of Employment without cause as hereinafter defined, or 

    


    3. By
      reason
      of death or Disability (as hereinafter defined) provided that the Company shall
      continue to pay to Employee (or the estate of Employee in the event of
      termination due to the death of employee) the compensation and other benefits
      described in the Section entitled Compensation of this Employment Agreement,
      except for annual cash bonuses or incentive compensation for six (6) months
      from
      the Date of Termination. Employee's right to terminate his employment for Good
      Reason shall not be affected by his incapacity due to physical or mental
      illness. In the event of termination by the Company by reason of Employee's
      death or Disability, medical, hospitalization or disability benefits coverage
      comparable to that provided by the Company during Employee's lifetime shall
      be
      provided to Employee, his spouse and dependents for six (6) months from the
      Date
      of Termination, and for six (6) months from the Date of Termination with respect
      to medical and hospitalization benefits for the Employee and his family. The
      benefits provided under this Section shall be no less favorable to Employee
      in
      terms of amounts, deductibles and costs to him, if any, than such benefits
      provided by the Company to him and shall not be interpreted so as to limit
      any
      benefits to which Employee, as a terminated employee of the Company, or his
      family may be entitled under the Company's life insurance, medical,
      hospitalization or disability plans following his Date of Termination or under
      applicable law.

    


    In
      the
      event of Termination by the Employee for Good Reason, the Company shall continue
      to pay to Employee the compensation and other benefits described in the Section
      entitled Compensation of this Employment Agreement, except for annual cash
      bonuses or incentive compensation for two (2) months from the Date of
      Termination, and shall continue to provide medical, hospitalization or
      disability benefits coverage to Employee, his spouse and dependents for two (2)
      months from the Date of Termination.

    


    In
      the
      event that within a period of one (1) year(s) of a Change in Control (as
      hereinafter defined), this Employment Agreement is terminated by the Company
      for
      any reason other than for cause (or the Company gives notice that it is not
      renewing the Employment Agreement pursuant to the Section entitled Term Of
      Employment), the Company shall continue to pay to Employee the compensation
      and
      other benefits described in the Section entitled Compensation of this Employment
      Agreement, except for annual cash bonuses or incentive compensation for six
      (6)
      months from the Date of Termination.

    


    DEFINITIONS.
      In addition to the words and terms elsewhere defined in this Employment
      Agreement, certain capitalized words and terms used in this Employment Agreement
      shall have the meanings given to them by the definitions and descriptions in
      this Section entitled Definitions unless the context or use indicates another
      or
      different meaning or intent, and such definition shall be equally applicable
      to
      both the singular and plural forms of any of the capitalized words and terms
      herein defined. The following words and terms are defined terms under this
      Employment Agreement:

    


    1. "Disability"
      shall mean a physical or mental illness which, in the judgment of the Company
      after consultation with the licensed physician attending Employee, impairs
      Employee's ability to substantially perform his duties under this Employment
      Agreement as an employee and as a result of which he shall have been absent
      from
      his duties with the Company on a full-time basis for one (1) entire
      month.

    


    2. A
      termination with "Cause" shall mean a termination of this Employment Agreement
      by reason of a good faith determination by the Board that Employee:


    (a) Failed
      to
      substantially perform his duties with this Company (other than a failure
      resulting from his incapacity due to physical or mental illness) after a written
      demand for substantial performance has been delivered to him by the Board,
      which
      demand specifically identifies the manner in which the Board believes he has
      not
      substantially performed his duties;

    (b) Has
      engaged in conduct the consequences of which are materially adverse to the
      Company, monetarily or otherwise; or

    (c) Has
      materially breached the terms of this Employment Agreement. No act, or failure
      to act, on Employee's part shall be grounds for termination with Cause unless
      he
      has acted or failed to act with an absence of good faith or without a reasonable
      belief that his action or failure to act was in or at least not opposed to
      the
      best interests of the Company. Employee shall not be deemed to have been
      terminated with cause unless there shall have been delivered to Employee a
      letter setting forth the reasons for the Company's termination of the Employee
      with cause.

    


    3. "Good
      Reason" shall mean the occurrence of any of the following events without
      Employee's prior express written consent:

    (a) Any
      material change in Employee's status, title, authorities or responsibilities
      under this Employment Agreement which represents a demotion from such status,
      title, position or responsibilities which are materially inconsistent with
      his
      status, title, position or work responsibilities set forth in this Employment
      Agreement, or any removal of Employee from, or failure to appoint, elect,
      reappoint or reelect Employee to, any of such positions, except in connection
      with the termination of his employment with Cause, or as a result of his death
      or Disability, provided, however, that no change in title, authorities or
      responsibilities customarily attributable solely to the Company ceasing to
      be a
      publicly traded corporation shall constitute Good Reason hereunder;

    (b) The
      failure by the Company to continue in effect any incentive, bonus or other
      compensation plan in which Employee participates, unless an equitable
      arrangement (embodied in an ongoing substitute or alternative plan) has been
      made with respect to the failure to continue such plan, or the failure by the
      Company to continue Employee's participation therein, or any action by the
      Company which would directly or indirectly materially reduce his participation
      therein or reward opportunities thereunder; provided, however, that Employee
      continues to meet all eligibility requirements thereof;

    (c) The
      failure by the Company to continue in effect any employee benefit plan
      (including any medical, hospitalization, life insurance or disability benefit
      plan in which Employee participates), or any material fringe benefit or
      prerequisite enjoyed by him unless an equitable arrangement (embodied in an
      ongoing substitute or alternative plan) has been made with respect to the
      failure to continue such plan, or the failure by the Company to continue
      Employee's participation therein, or any action by the Company which would
      directly or indirectly materially reduce his participation therein or reward
      opportunities thereunder, or the failure by the Company to provide him with
      the
      benefits to which he is entitled under this Employment Agreement; provided,
      however, that Employee continues to meet all eligibility requirements
      thereof;

    (d) Any
      other
      material breach by the Company of any provision of this Employment
      Agreement;

    (e) The
      failure of the Company to obtain a satisfactory agreement from any successor
      or
      assign of the Company to assume and agree to perform this Employment Agreement,
      as contemplated in the Section entitled Indemnification Agreement
      hereof;

    (f) Any
      purported termination of employee's employment which is not effected pursuant
      to
      a Notice of Termination satisfying the requirements of this Employment
      Agreement; and for purposes of this Employment Agreement, no such purported
      termination shall be effective; or

    (g) Any
      Change of Control (as defined herein) of the Company.

    


    4. Change
      of
      Control. "Change of Control" shall be deemed to have occurred when:

    (a) Securities
      of the Company representing 50% or more of the combined voting power of the
      Company's then outstanding voting securities are acquired pursuant to a tender
      offer or an exchange offer by a person or entity which is not a wholly-owned
      subsidiary of the Company or any of its affiliates;

    (b) A
      merger
      or consolidation is consummated in which the Company is a constituent
      corporation and which results in less than 50% of the outstanding voting
      securities of the surviving or resulting entity being owned by the then existing
      stockholders of the Company; 

    (c) A
      sale is
      consummated by the Company of substantially all of the Company's assets to
      a
      person or entity which is not a wholly-owned subsidiary of the Company or any
      of
      its affiliates; or

    (d) During
      any period of two consecutive years, individuals who, at the beginning of such
      period, constituted the Board cease, for any reason, to constitute at least
      a
      majority thereof, unless the election or nomination for election for each new
      director was approved by the vote of at least two-thirds of the directors then
      still in office who were directors at the beginning of the period.

    


    5. Notice
      of
      Termination. "Notice of Termination" shall mean a written notice which shall
      indicate the specified termination provision in this Employment Agreement relied
      upon and shall set forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of Employee's employment under the
      provision so indicated; provided, however, no such purported termination shall
      be effective without such Notice of Termination; provided further, however,
      any
      purported termination by the Company or by Employee shall be communicated by
      a
      Notice of Termination to the other party hereto in accordance with the Section
      entitled Notices of this Employment Agreement.

    


    6. Date
      of
      Termination. "Date of Termination" shall mean the date specified in the Notice
      of Termination (which, in the case of a termination pursuant to the Section
      entitled Termination Without Cause By The Company Or For Good Reason By Employee
      of this Employment Agreement shall not be less than sixty (60) days, and in
      the
      case of a termination pursuant to this Section, entitled Definitions, of this
      Employment Agreement shall not be more than sixty (60) days, from the date
      such
      Notice of Termination is given); provided, however, 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 finally determined by
      either mutual written agreement of the parties or by the final judgment, order
      or decree of a court of competent jurisdiction (the time for appeal therefrom
      having expired and no appeal having been taken).

    


    FEES
      AND
      EXPENSES. The Company shall pay all legal fees and related expenses (including
      the costs of experts, evidence and counsel) incurred by Employee as a result
      of
      a contest or dispute over Employee's termination of employment only if such
      contest or dispute is resolved in Employee's favor.

    


    NOTICES.
      For the purposes of this Employment Agreement, notices and all other
      communications provided for in the Employment Agreement shall be in writing
      and
      shall be deemed to have been duly given when personally delivered or sent by
      certified mail, return receipt requested, postage prepaid, or by expedited
      (overnight) courier with established national reputation, shipping prepaid
      or
      billed to sender, in either case addressed to the respective addresses last
      given by each party to the other (provided that all notices to the Company
      shall
      be directed to the attention of the Chairman with a copy to the Secretary of
      the
      Company) or to such other address as either party may have furnished to the
      other in writing in accordance herewith. All notices and communication shall
      be
      deemed to have been received on the date of delivery thereof, or on the second
      day after deposit thereof with an expedited courier service, except that notice
      of change of address shall be effective only upon receipt. 

    


    ཉ Company
      at: 1284
      Puerta del Sol

    Suite
      150


    San
      Clemente, CA 

    92673

    


    ཉ Employee
      at:  3435
      Aldford Drive 

    San
      Diego, CA 92111

    


    LIFE
      INSURANCE. The Company may, at any time after the execution of this Employment
      Agreement, apply for and procure as owner and for its own benefit, life
      insurance on Employee, in such amounts and in such form or forms as the Company
      may determine. Employee shall, at the request of the Company, submit to such
      medical examinations, supply such information, and execute such documents as
      may
      be required by the insurance company or companies to whom the Company has
      applied for such insurance. Employee hereby represents that to his knowledge
      he
      is in excellent physical and mental condition and is not under the influence
      of
      alcohol, drugs or similar substance.

    


    PRIOR
      EMPLOYMENT AGREEMENTS. Employee represents and warrants that Employee's
      performance of all the terms of this Employment Agreement and as an employee
      of
      the Company does not, and will not, breach any employment agreement, arrangement
      or understanding or any agreement, arrangement or understanding to keep in
      confidence proprietary information acquired by Employee in confidence or in
      trust prior to Employee's employment by the Company. Employee has not entered
      into, and shall not enter into, any agreement, arrangement or understanding,
      either written or oral, which is in conflict with this Employment Agreement
      or
      which would be violated by Employee entering into, or carrying out his
      obligations under, this Employment Agreement.

    


    PROPRIETARY
      INFORMATION AND INVENTIONS. Employee understands and acknowledges
      that:

    


    1. During
      the term of the Employee's employment under this Agreement, the Employee shall
      not, directly or indirectly, engage or be interested (as a stockholder,
      director, officer, employee, salesperson, agent, broker, partner, individual
      proprietor, lender, consultant, or otherwise), either individually or in or
      through any person (whether a corporation, partnership, association, or other
      entity) which engages, anywhere in the United States, in a business which is
      conducted by or competitive to the Company on the date of termination of his/her
      employment, except that he/she may be employed by an affiliate of the Company
      and hold not more than 2% of the outstanding securities of any class of any
      publicly held company which is competitive with the business of the
      Company.

    


    2. The
      Employee shall not, directly or indirectly, either during the term of the
      Employee's employment under this Agreement or thereafter, disclose to anyone
      (except in the regular course of the Company's business or as required by law),
      or use in any manner, any information acquired by the Employee during his/her
      employment by the Company with respect to any clients or customers of the
      Company or any confidential or secret aspect of the Company's operations or
      affairs unless such information has become public knowledge other than by reason
      of actions, direct or indirect, of the Employee. Information subject to the
      provisions of this paragraph shall include, without limitation:

    


    (a)
      Procedures for computer access and passwords of the Company's clients and
      customers, program manuals, user manuals, or other documentation, run books,
      screen, file, or database layouts, systems flowcharts, and all documentation
      normally related to the design or implementation of any computer programs
      developed by the Company relating to computer programs or systems installed
      either for customers or for internal use;

    (b)
      Lists
      of present clients and customers and the names of individuals at each client
      or
      customer location with whom the Company deals, the type of equipment or computer
      software they purchase or use, and information relating to those clients and
      customers which has been given to the Company by them or developed by the
      Company, relating to computer programs or systems installed;

    (c)
      Lists
      of or information about personnel seeking employment with or who are employed
      by
      the Company;

    (d)
      Prospect lists for actual or potential clients and customers of the Company
      and
      contact persons at such actual or potential clients and customers;

    (e)
      Any
      other information relating to the Company's research, development, inventions,
      purchasing, engineering, marketing, merchandising, and selling.

    


    3. The
      Employee shall not, directly or indirectly, either during the term of the
      Employee's employment under this Agreement or for a period of one (1) year
      thereafter or for six (6) months following the Termination Date if this
      Employment Agreement is terminated by the Company other than with Cause or
      by
      the Employee for Good Reason;

    (a)
      Solicit, directly or indirectly, the services of any person who was a full-time
      employee of the Company, its subsidiaries, divisions, or affiliates, or solicit
      the business of any person who was a client or customer of the Company, its
      subsidiaries, divisions, or affiliates, in each case at any time during the
      past
      year of the term of the Employee's employment under this Agreement. For purposes
      of this Agreement, the term "person" shall include natural persons,
      corporations, business trusts, associations, sole proprietorships,
      unincorporated organizations, partnerships, joint ventures, and governments,
      or
      any agencies, instrumentalities, or political subdivisions thereof.

    (b)
      Induce employees of the Company to terminate their employment with the Company
      or engage in any Competitive Business in the United States; provided, however,
      that the ownership of the outstanding capital stock of a corporation whose
      shares are traded on a national securities exchange or on the over-the-counter
      market or the ownership and/or operation of a franchise under a franchise
      agreement with the Company shall not be deemed engaging any Competitive
      Business. "Competitive Business" shall mean any other business that is the
      same
      as or similar to the Company concept as it exists on the date of this Employment
      Agreement or on the Termination Date.

    


    4. All
      memoranda, notes, records, or other documents made or composed by the Employee,
      or made available to him during the term of this Agreement concerning or in
      any
      way relating to the business or affairs of the Company, its subsidiaries,
      divisions, affiliates, or clients shall be the Company's property and shall
      be
      delivered to the Company on the termination of this Agreement or at any other
      time at the request of the Company.

    


    5. During
      the employment period: 

    (a)
      The
      Employee hereby assigns and agrees to assign to the Company all his rights
      to
      and title and interest to all Inventions, and to applications for United States
      and foreign patents and United States and foreign patents granted upon such
      Inventions and to all copyrightable material or other works related
      thereto.

    (b)
      The
      Employee agrees for himself and his heirs, personal representatives, successors,
      and assigns, upon request of the Company, to at all times do such acts, such
      as
      giving testimony in support of the Employee's inventorship, and to execute
      and
      deliver promptly to the Company such papers, instruments, and documents, without
      expense to him, as from time to time may be necessary or useful in the Company's
      opinion to apply for, secure, maintain, reissue, extend, or defend the Company's
      worldwide rights in the Inventions or in any or all United States patents and
      in
      any or all patents in any country foreign to the United States, so as to secure
      to the Company the full benefits of the Inventions or discoveries and otherwise
      to carry into full force and effect the text and the intent of the assignment
      set out in this Section, Proprietary Information And Inventions.

    (c)
      Notwithstanding any provision of this Agreement to the contrary, the Company
      shall have the royalty-free right to use in its business, and to make, have
      made, use, and sell products, processes, and services to make, have made, use,
      and sell products, processes, and services derived from any inventions,
      discoveries, concepts, and ideas, whether or not patentable, including, but
      not
      limited to, processes, methods, formulas, and techniques, as well as
      improvements thereof and know-how related thereto, that are not inventions
      as
      defined herein, but which are made or conceived by the Employee during his
      employment by the Company or with the use or assistance of the Company's
      facilities, materials, or personnel. If the Company determines that it has
      no
      present or future interest in any invention or discovery made by the Employee
      under this paragraph, the Company shall release such invention or discovery
      to
      the Employee within Sixty (60) days after the Employee's notice in writing
      is
      received by the Company requesting such release. If the Company determines
      that
      it does or may in the future have an interest in any such invention or
      discovery, such information will be communicated to the Employee within the
      60-day period described above.

    (d)
      For
      purposes of this Section, Proprietary Information And Inventions, "Inventions"
      means inventions, discoveries, concepts, and ideas, whether patentable or not,
      including, but not limited to, processes, methods, formulas, and techniques,
      as
      well as improvements thereof or know-how related thereto, concerning any present
      or prospective activities of the Company with which the Employee becomes
      acquainted as a result of her employment by the Company.

    


    6. The
      Employee acknowledges that the agreements provided in this Section, Proprietary
      Information And Inventions, were an inducement to the Company entering into
      this
      Agreement and that the remedy at law for breach of Employee's covenants under
      this Section, Proprietary Information And Inventions, will be inadequate and,
      accordingly, in the event of any breach or threatened breach by the Employee
      of
      any provision of this Section, Proprietary Information And Inventions, the
      Company shall be entitled, in addition to all other remedies, to an injunction
      restraining any such breach.

    


    TRUST.
      Employee's employment creates a relationship of confidence and trust between
      Employee and the Company with respect to certain information applicable to
      the
      business of the Company, its subsidiaries, if any, (collectively, the "Group")
      or applicable to the business of any franchisee, vendor or customer of any
      of
      the Group, which may be made known to Employee by the Group or by any
      franchisee, vendor or customer of any of the Group or learned by Employee during
      the employment Period.

    


    REMEDIES.
      Employee acknowledges and agrees that the Company's remedy at law for a breach
      or a threatened breach of the provisions herein would be inadequate, and in
      recognition of this Fact, in the event of a breach or threatened breach by
      Employee of any of the provisions of this Employment Agreement, it is agreed
      that the Company shall be entitled to, equitable relief in the form of specific
      performance, a temporary restraining order, a temporary or permanent injunction
      or any other equitable remedy which may then be available, without posting
      bond
      or other security. Employee acknowledges that the granting of a temporary
      injunction, a temporary restraining order or other permanent injunction merely
      prohibiting Employee from engaging in any Business Activities would not be
      an
      adequate remedy upon breach or threatened breach of this Employment Agreement,
      and consequently agrees upon any such breach or threatened breach to the
      granting of injunctive relief prohibiting Employee from engaging in any
      activities prohibited by this Employment Agreement. No remedy herein conferred
      is intended to be exclusive of any other remedy, and each and every such remedy
      shall be cumulative and shall be in addition to any other remedy given hereunder
      now or hereinafter existing at law or in equity or by statute or
      otherwise.

    


    INDEMNIFICATION
      AGREEMENT. Upon the execution of this Employment Agreement, the Company and
      employee shall each execute and deliver to the other an Indemnification
      Agreement dated as of the date hereof.

    


    BINDING
      EFFECT. This Employment Agreement shall inure to the benefit of and be
      enforceable by Employee's personal and legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and legatees. If
      Employee 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 Employment Agreement to
      Employee's estate.

    MODIFICATION
      AND WAIVER. No provision of this Employment Agreement may be modified, waived
      or
      discharged unless such waiver, modification or discharge is agreed to in writing
      and signed by Employee and such officer as may be specifically designated by
      the
      Board. No waiver by either party hereto at any time of any breach by the other
      party hereto of, or compliance with, any condition or provision of this
      Employment Agreement to be performed by such other party shall be deemed a
      waiver of similar or dissimilar provisions or conditions at the same or at
      any
      prior or subsequent time.

    


    HEADINGS.
      Headings used in this Agreement are for convenience only and shall not be used
      to interpret or construe its provisions.

    


    WAIVER
      OF
      BREACH. The waiver of either the Company or Employee of a breach of any
      provision of this Employment Agreement shall not operate or be construed as
      a
      waiver of any subsequent breach by either the Company or Employee.

    


    AMENDMENTS.
      No amendments or variations of the terms and conditions of this Employment
      Agreement shall be valid unless the same is in writing and signed by all of
      the
      parties hereto.

    


    SEVERABILITY.
      The invalidity or unenforceability of any provision of this Employment
      Agreement, whether in whole or in part, shall not in any way affect the validity
      and/or enforceability of any other provision contained herein. Any invalid
      or
      unenforceable provision shall be deemed severable to the extent of any such
      invalidity or unenforceability. It is expressly understood and agreed that
      while
      the Company and Employee consider the restrictions contained in this Employment
      Agreement reasonable for the purpose of preserving for the Company the good
      will, other proprietary rights and intangible business value of the Company,
      if
      a final judicial determination is made by a court having jurisdiction that
      the
      time or territory or any other restriction contained in this Employment
      Agreement is an unreasonable or otherwise unenforceable restriction against
      Employee, the provisions of such clause shall not be rendered void but shall
      be
      deemed amended to apply as to maximum time and territory and to such other
      extent as such court may judicially determine or indicate to be
      reasonable.

    


    GOVERNING
      LAW. This Employment Agreement shall be construed and enforced pursuant to
      the
      laws of the State of California.

    


    ARBITRATION.
      Any controversy or claim arising out of or relating to this Employment Agreement
      or any transactions provided for herein, or the breach thereof, other than
      a
      claim for injunctive relief shall be settled by arbitration in accordance with
      the commercial Arbitration Rules of the American Arbitration Association (the
      "Rules") in effect at the time demand for arbitration is made by any party.
      The
      evidentiary and procedural rules in such proceedings shall be kept to the
      minimum level of formality that is consistent with the Rules. One arbitrator
      shall be named by the Company, a second shall be named by Employee and the
      third
      arbitrator shall be named by the two arbitrators so chosen. In the event that
      the third arbitrator is not agreed upon, he or she shall be named by the
      American Arbitration Association. Arbitration shall occur in San Diego,
      California or such other location agreed to by the Company and Employee. The
      award made by all or a majority of the panel of arbitrators shall be final
      and
      binding, and judgment may be entered in any court of law having competent
      jurisdiction. The award is subject to confirmation, modification, correction,
      or
      vacation only as explicitly provided in Title 9 of the United States Code.
      The
      prevailing party shall be entitled to an award of pre- and post-award interest
      as well as reasonable attorneys' fees incurred in connection with the
      arbitration and any judicial proceedings related thereto.

    


    EXECUTIVE
      OFFICER STATUS. Employee acknowledges that he may be deemed to be an "executive
      officer" of the Company for purposes of the Securities Act of 1993, as amended
      (the "1933 Act"), and the Securities Exchange Act of 1934, as amended (the
      "1934
      Act") and, if so, he shall comply in all respects with all the rules and
      regulations under the 1933 Act and the 1934 Act applicable to him in a timely
      and non-delinquent manner. In order to assist the Company in complying with
      its
      obligations under the 1933 Act and 1934 Act, Employee shall provide to the
      Company such information about Employee as the Company shall reasonably request
      including, but not limited to, information relating to personal history and
      stockholdings. Employee shall report to the General Counsel of the Company
      or
      other designated officer of the Company all changes in beneficial ownership
      of
      any shares of the Company Common Stock deemed to be beneficially owned by
      Employee and/or any members of Employee's immediate family.

    


    PRONOUNS.
      All pronouns and any variations thereof shall be deemed to refer to the
      masculine, feminine, neuter, singular, or plural, as the identity of the person
      or entity may require. As used in this agreement: (1) words of the masculine
      gender shall mean and include corresponding neuter words or words of the
      feminine gender, (2) words in the singular shall mean and include the plural
      and
      vice versa, and (3) the word "may" gives sole discretion without any obligation
      to take any action.

    


    COUNTERPARTS.
      This Employment Agreement may be executed in one or more counterparts, each
      of
      which shall be deemed to be an original, but all of which together shall
      constitute but one document.

    


    EXHIBITS.
      Any Exhibits attached hereto are incorporated herein by reference and are an
      integral part of this Employment Agreement.

    


    IN
      WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company
      and the Employee as of the date first above written.

    


    Company:
      _____________________________________

    


    Employee:
      _____________________________________  Date:
      ____________ 

    


    Accepted
      by: ___________________________________  

    


    Name/Title:
      ____________________________________ Date:____________