Exhibit 10.10

Independent Contractor Agreement: Eric
    M.
    Conway.                     
    12/17/07

    Independent
      Contractor Agreement

    


    
       



    Agreement
      made this 30th day of June, 2005 by and between California NewsTech Corporation
      (hereinafter referred to as "Company") and Eric M. Conway, (hereinafter referred
      to as "Contractor") with its principal place of business at :

    30
      Day
      Street, San Francisco, CA 94110

    


    WEHREAS,
      the Contractor provides services to the general public in an independent
      capacity;

    WEHREAS,
      the Company is in the business of Internet advertising and

    WEHREAS,
      the Contractor desires to utilize Contractor services at its own offices and
      as
      required, the Company's location, it is therefore

    


    AGREED
      AS
      FOLLOWS:

     

    
      	1.  	
              Scope
                of Services:

            


    

    Contractor
      agrees, pursuant to the terms herein, to provide Internet Marketing & Sales
      services as an independent contractor to the Company. 

    


    Initially,
      Contractor will act as Internet Marketing & Sales Consultant function. In
      this role, Contractor will: utilize the Company’s contact database of current
      and prospective customers, develop and coordinate all necessary documents and
      presentations for customer communications, deliver presentations and communicate
      Company’s values to current and prospective customers. Contractor will enhance
      and develop existing and new communications channels to reach out and
      communicate Company’s values and products to current as well as new customers.
      All communications will be conducted in accordance with the Company’s
      Communications Guidelines.

    


    
      	2.  	
              Termination:

            


    

    Contractor
      services under this Agreement will begin and terminate pursuant to the period
      covered by this Agreement and any renewals or extensions thereof. This Agreement
      shall be for a period of 30 days, commencing on July 11, 2005 and terminating
      August 10, 2005, however, this Agreement may be terminated by either party
      without written notice, unless Contractor commits a breach of this Agreement,
      at
      which time this Agreement may be immediately terminated by the Company.


    This
      Agreement may be extended for up to 90 days with the mutual concurrence of
      the
      parties, otherwise it shall terminate as indicated above.

    Non-qualified
      stock options follow the terms and conditions stated in the Stock Option
      plan.

    


    
      	3.  	
              Restrictions:

            


    

    During
      the term of this Agreement and any renewals thereof, and for twelve (12) months
      after the expiration of the initial and renewal periods, Contractor agrees
      that
      neither it nor any of its personnel will provide or attempt to provide, directly
      or indirectly, any services to any competitor of the Company.

    


    
      	4.  	
              Contractor
                Representations:

            


    

    Contractor
      represents that all information provided by it including, but not limited to,
      the resume, interview and references are true, accurate and complete; the
      Contractor is not restricted by any employment or other contractor agreement;
      it
      has all the skills and training necessary to perform the services required
      by
      this Agreement; and Contractor has and maintains books and records which reflect
      items of income and expenses of its trade or business and offers its services
      to
      third parties.

    Contractor
      makes these representations with the knowledge that the Company will rely on
      said representations. In addition to any other remedies the Company may have,
      it
      may terminate this Agreement in the event of any misstatement or
      misrepresentation.

    


    
      	5.  	
              Payment
                Terms:

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Independent
      Contractor Agreement: Eric M.
      Conway.                     
      12/17/07


    Contractor
      work deliverables will be the equivalent of no less than 40 hours per week.
      Total Contractor services payment will be 3,000 non-qualified stock options,
      exercisable at $3/share of common stock. 

    


    
      	6.  	
              Expenses:

            


    

    No
      travel, living, training, or entertainment expenses will be billed by, or paid
      to, Contractor unless otherwise agreed. Contractor shall perform services in
      offices of the company utilizing company equipment. 

    


    


    
      	7.  	
              Confidential
                Information:

            


    

    All
      information (pertaining to any of Company's inventions, designs, tools,
      equipment, unpublished written materials, plans, processes, costs, methods,
      systems, improvements, or other private or confidential materials) which is
      obtained by Contractor in the performance of Contractor's work and which is
      not
      publicly disclosed by Company shall be considered as confidential and
      proprietary to Company. 

    The
      terms
      of Contractor's assignment including the Contractor's compensation and the
      assignment terms of other Company's employees and the scope of Contractor's
      work
      shall be considered confidential.

    Contractor
      shall not at any time during or after such employment, disclose such information
      nor the nature of the service, which Contractor renders to Company, except
      to
      authorized representative of Company.

    All
      customer and/or investor contacts, lists, agreements and in general, any
      communication and business relationships are owned by Company. Upon termination
      of this Agreement and for one full year thereafter, Contractor will not contact
      directly, without prior approval of the Company, any of the companies or
      individuals that are part of the Company's current or potential
      clients.

    


    
      	8.  	
              Relationship
                of the Parties:

            


    

    The
      parties to this Agreement agree that the relationship created by this Agreement
      is that of Company-Independent Contractor and that no employer/empoyee
      relationship by or between the Contractor and the Company is intended by any
      party.

    


    
      	9.  	
              Contractor
                Employees:

            


    

    If
      applicable, it shall be the Contractor's responsibility to provide Worker's
      Compensation insurance, to pay any premium "overtime" rate for its employees
      who
      work on the project covered by this Agreement, to make required FICA, FUTA,
      income tax withholding or other payments related to such employees, and to
      provide Company with suitable evidence of the same whenever requested. In the
      event of any claims brought or threatened by any party against the Company
      related to the status, acts or omissions of Contractor or its personnel,
      Contractor agrees to cooperate in all reasonable respects , including to support
      the assertions of Contractor status made in this Agreement. Contractor further
      agrees to file all necessary income tax reports and forms on a timely basis
      and
      make all payments due to the appropriate taxing authority.

    


    
      	10.  	
              Right
                to Supervise:

            


    

    Contractor
      shall utilize his own independent judgment and discretion in the performance
      of
      the work without supervision or right to supervise or control as to the means
      and manner including time, location and sequencing of performance by the
      Company.

    


    
      	11.  	
              Service
                to Others

            


    

    Contractor
      may provide services to others during the term of this Agreement provided that
      it does not interfere with his obligations and performance
      hereunder.

    


    
      	12.  	
              Risk
                of Loss:

            


    

    Contractor
      hereby releases Company from any liability relating to representations about
      the
      stock options, the task requirements or to the conditions under which the
      Contractor will be working. Contractor shall be solely responsible and liable
      for the services it provides hereunder and will not look to Company for any
      indemnification or sharing of risk in the performance of its duties or the
      resulting work product.

    Contractor
      understands that the risks of the non-qualified stock options, particularly
      for
      a company which just recently started trading on the OTC BB. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Independent
      Contractor Agreement: Eric M.
      Conway.                     
      12/17/07


    
      	13.  	
              Insurance:

            


    

    Contractor
      agrees to indemnify and hold Company harmless from any and all liability or
      expense that Company may incur by reason of bodily injury to any person, or
      property damage, or both, caused in whole or in part by the acts of the
      Contractor, its agents, servants and employees while performing work or services
      pursuant to this Agreement, including reasonable attorney's fees. 

    


    
      	14.  	
              Cost
                of Suits:

            


    

    If
      Company is successful in recovering damages or obtaining injunctive relief,
      Contractor agrees to be responsible for paying all of Company's expenses in
      seeking such relief, including all costs of bringing suit and all reasonable
      attorneys' fees.

    


    
      	15.  	
              Entire
                Agreement:

            


    

    This
      Agreement and any attachments (including the Stock Option plan provided to
      Contractor) or exhibits hereto represent the entire agreement and understanding
      of the parties and any modification thereof shall not be effective unless
      contained in writing signed by both parties. Any prior agreements have been
      merged into this Agreement. 

    


    
      	16.  	
              Severability:

            


    

    Each
      provision of the Agreement shall be considered severable such that if any one
      provision of clause conflicts with existing or future applicable law, or may
      not
      be given full effect because such law, this shall not affect any other provision
      of the Agreement which can be given effect without the conflicting provision
      of
      clause.

    


    
      	17.  	
              Right
                to Assign:

            


    

    Contractor
      is to provide services through it personnel named in the Purchase Order, for
      whom it is responsible, and may not assign its rights under this Agreement
      or
      any Purchase Order and may not subcontract its obligations hereunder to
      others.

    


    
      	18.  	
              Conflicts

            


    

    To
      the
      extent that there may be any conflict between the terms of this agreement and
      any Purchase Order which may be given hereto, this Agreement shall take
      precedence.

    


    IN
      WITNESS WHEREOF, the parties have hereunto set their hands and seals on the
      date
      first above written.

     

    Approval:

     

    
      	California NewsTech Corporation	Attn:
	Marian Munz	 
	 	 
	By:________________________ 	By:________________________
	Title: President	Title: