EXHIBIT
      10.8

    


    EXECUTIVE
      EMPLOYMENT AGREEMENT

     

    This
      Executive Employment Agreement dated as of October 1, 2007 (“Agreement”)
      is
      made by and between Dot
      VN, Inc.,
      a
      corporation duly organized and existing under the laws of the State of Delaware
      (the “Company”),
      and
Michael
      T. Weller
      (“Executive”)
      (referred to collectively herein as the “Parties”).

     

    RECITALS

     

    
      	
            	A.	
              WHEREAS,
                the Company wishes to employ Executive, and Executive wishes to be
                employed by the Company as the Company’s Chief Information Officer and
                Executive Vice President of Internet Data Center Management;
                

            


    

     

    
      	
            	B.	
              WHEREAS,
                Company desires to acquire Executive's services and to formalize
                its
                employment agreement with him; and

            


    

     

    
      	
            	C.	
              WHEREAS,
                Company and the Executive wish to clarify their respective rights
                concerning the Executive's employment relationship with
                Company.

            


    

     

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

     

    1. Nature
      of Agreement.
      Any
      and
      all prior oral understandings, offers, and/or representations (if any) with
      respect to the employment of Executive are deemed by the parties to be either
      canceled and void and/or are deemed to be superseded by this final written
      Agreement.

     

    2. Employment
      Terms and Duties.

     

    2.1. Term
      of Employment.
      The
      employment of Executive under this Agreement shall be deemed to have commenced
      on October 15, 2007 and shall continue for a period of three (3) year unless
      sooner terminated as provided herein (the “Employment
      Term”).
      

     

    2.2. Location.
      Executive agrees that he shall carry out his duties and obligations under the
      terms of this Agreement at the Company’s principal office in San Diego,
      California and at such place or places as Company shall reasonably designate
      or
      as shall be reasonably appropriate and necessary in connection with such
      employment. Company agrees that Executive can commute from Executive’s primary
      residence in St. Charles, Missouri to Company’s principal office in San Diego,
      California, however, Executive must be present and work at the Company’s
      principle office no less than three (3) weeks per calendar month, except when
      Executive is traveling either domestically or internationally on Company
      business.

     

    2.3. Position
      and Primary Responsibility.

     

    
      	 	
              a)

            	
              It
                is understood that Executive shall serve as its Chief Information
                Officer
                (CIO) and Executive Vice President of Internet Data Center Management
                to
                perform the duties customarily associated with such capacity from
                time to
                time and at such place or places as Company shall reasonably designate
                or
                as shall be reasonably appropriate and necessary in connection with
                such
                employment. Executive will devote him best efforts to the performance
                of
                Executive’s duties hereunder and to the business and affairs of Company.
                Executive agrees to serve as an employee of Company and to perform
                such
                duties as may be assigned by the Board of Directors from time to
                time that
                are consistent with the position of Chief Information Officer and
                Executive Vice President of Internet Data Center Management.
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.4 Best
      Efforts.
      Executive agrees to devote his best efforts to the performance of Executive’s
      duties hereunder and to the business and affairs of Company. This Agreement
      shall not be interpreted to prohibit Executive from making passive personal
      investments or conducting private business affairs, or serving on the boards
      of
      directors of other companies or other entities, if those activities do not
      materially interfere with the services required under this Agreement and do
      not
      violate Sections 5, 9 and/or 11 of this Agreement. 

     

    3. Compensation.

     

    3.1. Base
      Salary.
      Company
      will compensate Executive for the services rendered hereunder a Base Salary
      of
      $180,000.00 per year payable in accordance with the regular payroll practices
      of
      Company. Executive is also eligible to receive additional equity and cash
      bonuses in connection with the successful performance of his duties.


     

    3.2. Employee
      Benefits.
      Executive shall also be entitled to all rights and benefits for which Executive
      shall be eligible under bonus, vacation, sick days, pension, group insurance,
      disability, life insurance, profit-sharing or other Company benefits which
      may
      now or in the future be in force from time to time and provided to Executive
      or
      for Company's employees generally. Notwithstanding the foregoing, Company shall
      pay 75% of Employee’s health/dental insurance premiums for himself and his
      dependents, or $1,000 per month, whichever is greater. In addition, Executive
      shall be entitled to four weeks of vacation during the term of this agreement,
      and shall not take more than two-full week’s vacation consecutively, however
      Executive agrees that vacation time may not be exercised within a period not
      less than six (6) months from the date of this Agreement without prior approval
      by the Board of Directors. 

     

    3.3. Business
      and Travel Expenses.
      During
      the Employment Term, the Company shall reimburse the Executive for all
      reasonable and necessary business and travel expenses incurred by the Executive
      while performing his duties under this Agreement in accordance with the
      Company’s customary practices for its executive employees, subject to provision
      by the Executive of documentation reasonably satisfactory to the Company.


     

    3.4. Grant
      of Stock and Cash and Equity Bonus. 
      In
      connection with the execution of this Agreement, Executive shall be entitled
      to
      a stock grant of Twenty-Five Thousand (25,000) shares of the Company’s common
      stock. Such shares to be fully paid, duly authorized, and non-assessable upon
      issuance to Executive, and shall be valued at the current market price on the
      date issued, per share for the purposes of this agreement. Further, the
      Executive shall have a
      bonus
      entitlement during each calendar year (or portion thereof) of the Employment
      Term of up to one hundred percent (100%) of his Base Salary for such year (or
      portion thereof) payable to Executive in cash or equity or any combination
      thereof at the election of Executive, to be set by the Board of the Directors,
      in their sole and absolute discretion. Within thirty (30) days of the Effective
      Date, the Company and the Executive shall concur, within their respective
      reasonable discretion, on the criteria and procedures applicable to
      establishment of Executive’s entitlement to such amount for the then current
      calendar year; and, thereafter, within thirty (30) days prior to the
      commencement of each calendar year of the Employment Term, the Company and
      the
      Executive shall concur, within their respective reasonable discretion, on the
      criteria and procedures applicable to establishment of Executive’s entitlement
      to such amount for the ensuing calendar year. 

     

    3.5. Payment.
      All
      compensation payable to Executive hereunder shall be subject to all applicable
      state and federal employment law(s); it being understood that Executive shall
      be
      responsible for the payment of all taxes resulting from a determination that
      any
      portion of the compensation and/or benefits paid/received hereunder is a taxable
      event to Executive; it being further understood that Executive shall hold the
      Company harmless from any governmental claim(s) for Executive’s personal tax
      liabilities, including interest or penalties, arising from any failure by
      Executive to pay his individual taxes when due.

     

    3.6. Compensation
      Review.
      It is
      understood and agreed that Executive’s performance will be reviewed by the
      Company’s Board of Directors as of the anniversary date of this Agreement for
      the purpose of determining whether or not Executive’s Compensation should be
      increased; it being further understood that the decision to increase Executive’s
      compensation shall be at the sole and exclusive option of the Board of
      Directors. However, Executive shall be entitled to an initial compensation
      review within six (6) months from the date of this agreement.

     

    
      
         

      

      
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    3.7 Equity
      Awards.
      

     

    (a)  Grant
      of Option. Company
      hereby irrevocably grants to the Executive a non-assignable, non-transferable
      option to purchase shares
      in the
      capital stock of Company (hereinafter called the “Option“). The Options totaling
      in aggregate 150,000 shares; such shares are exercisable, at a per share price
      of $1.80,
      into
      shares of the Company’s common stock and shall
      vest over a three (3) year period, beginning October 15, 2008, as shown in
      the
      table below or the 150,000 shares are exercisable, at a per share price of
      $1.80, into
      shares of the Company’s common stock. However, upon
      the
      completion of the first internet data center, 50,000 shares of common stock
      which would otherwise vest on October 15, 2008, shall vest and be exercisable
      immediately. All shares shall of a
      term of
      ten (10) years from the date of vesting.
      Executive may exercise the Option, by notice in writing to Company to that
      effect. Any such notice given to Company (an “Exercise Notice”) shall specify
      the number of shares with respect to which the Option is being exercised and
      shall be accompanied by full payment of the Option Price for the number of
      shares then being purchased. 

    

      
        	
                Date
                  Vested

              	 	
                Expiration
                  Date

              	
                 

              	
                #
                  Available

              	
                 

              	
                Option
                  Price

              	 
	
                10/15/08

              	 	 	
                10/14/11
                  

              	 	 	
                50,000

              	 	
                $

              	
                1.80

              	 
	
                10/15/09

              	 	 	
                10/14/12
                  

              	 	 	
                50,000

              	 	
                $

              	
                1.80

              	 
	
                10/15/10

              	 	 	
                10/14/13
                  

              	 	 	
                50,000

              	 	
                $

              	
                1.80

              	 


      

    

     

    (b) Termination
      of Option.
      The
      Option is not assignable or transferable and shall terminate pursuant to the
      schedule set forth in Section 3.7 (a). All rights to exercise such Options
      shall
      be forfeit and otherwise extinguished in the event that the Executive fails
      to
      exercise it for any reason or cause whatsoever, provided, however, that if
      such
      failure is due to the death of the Executive, all options shall immediately
      vest
      and the personal representative of the Executive shall have the right to
      exercise any unexercised part of the Option for a period of one year following
      the date of death of the Executive. 

     

    4. Representations.

     

    4.1. Executive
      Representations.
      Executive hereby represents and warrants that:

     

    His
      employment with the Company under the terms of this Agreement will not conflict
      with any continuing duties or obligations Executive has with any other
      person(s), firm(s) and/or entity (ies). Executive also represents that he has
      not brought to the Company (during the period before or after the Effective
      Date
      of this Agreement) any confidential material(s) and/or document(s) of any former
      employer(s), or any confidential information or property belonging to
      other(s).

     

    During
      the Employment Term, he will promptly disclose to the Board of Directors of
      the
      Company any direct interest (greater than five percent (5%)) he holds, if any,
      in any business which provides service(s) and/or product(s) to the Company
      (whether as a principal, stockholder, lender, employee, director, officer,
      partner, venturer, consultant or otherwise).

     

    (a) Executive
      hereby discloses that he is the owner of a fifty percent (50%) ownership
      interest in Global Infrastructure, LLC and owner of a fifty percent (50%)
      ownership interest of Global Engineering Services, LLC (referred to herein
      collectively as the “Interested Entities”). In the event that the Company, under
      the direction of Executive engages with either of these entities, Executive
      hereby warrants and covenants that any transaction with the Interested Entities
      shall be on terms better than what may be obtained from a wholly unrelated
      entity. 

     

    4.2. Company
      Representations.
      The
      Company hereby represents and warrants that:

     

    The
      execution and delivery by the Company of this Agreement, the performance by
      the
      Company of its covenants and agreements under this Agreement, and the
      consummation by the Company of the transactions contemplated by this Agreement
      have been duly authorized by all necessary corporate action. When executed
      and
      delivered by the Company, this Agreement shall constitute the valid and legally
      binding obligation of the Company enforceable against the Company in accordance
      with its terms.

     

    
      
         

      

      
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    Neither
      the execution and delivery of this Agreement by the Company nor the consummation
      by the Company of the transactions contemplated in this Agreement will violate
      any provision of the Restated Certificate of Incorporation or Bylaws of the
      Company or any law, rule regulation, writ, judgment, injunction, decree,
      determination, award or other order of any court, governmental agency or
      instrumentality binding upon the Company, or conflict with or result in any
      breach of or event of termination under any of the terms of, or the creation
      or
      imposition of any mortgage, deed of trust, pledge, lien, security interest
      or
      other charge or encumbrance of any nature pursuant to, the terms of any contract
      or agreement to which the Company is a party or by which the Company or any
      of
      its properties or assets is bound. No conversion or exercise price or ratio
      with
      respect to any securities of the Company will be subject to adjustment as a
      consequence of the transactions contemplated by this Agreement, nor as a result
      of such transactions will the number of securities issuable upon conversion
      or
      exercise of any outstanding securities of the Company be subject to
      adjustment.

     

    The
      Equity Award, when issued and delivered in accordance with the terms of this
      Agreement, shall be validly issued, fully paid and non-assessable shares of
      Common Stock, free and clear of any mortgages, deeds of trust, pledges, liens,
      security interests or any charges or encumbrances of any nature (other than
      the
      restrictions on the Restricted Shares expressly contemplated hereunder). There
      are no preemptive rights with respect to any shares of capital stock of the
      Company.

     

    5. Termination.
      Executive’s employment and this Agreement (except as otherwise provided
      hereunder) shall terminate upon the occurrence of any of the following, at
      the
      time set forth therefor (the “Termination
      Date”):

     

    5.1. Death.
      Immediately upon the death of Executive (termination pursuant to this Section
      5.1 being referred to herein as termination for “Death”);

     

    5.2.  Termination
      for Good Reason.
      Immediately following notice of termination for “Good Reason” (as defined
      below), specifying such Good Reason, given by Executive (termination pursuant
      to
      this Section 5.2 being referred to as termination for “Good
      Reason”.
      As
      used herein, “Good
      Reason”
means
      (i) any reduction in Base Salary; (ii) a substantial dilution of the
      responsibilities, functions and duties attached to the position with the Company
      held by Executive; (iii) the Company fails to provide any of the compensation
      or
      other benefits required hereunder; (iv) the Company otherwise is in material
      breach of this Agreement; or (v) the Company and the Executive fail to
      effectuate the matters contemplated by Sections 3 or 4 within the respective
      periods contemplated thereunder. Any determination of Good Reason shall be
      made
      by Executive after first having given thirty (30) days written notice to the
      Board of Directors of the Company thereof.

     

    5.3. Voluntary
      Termination.
      Thirty
      (30) days following Executive’s written notice to the Company of voluntary
      termination of employment (not extending to termination for Good Reason);
      provided, however, that the Company may waive all or a portion of the thirty
      (30) days’ notice and accelerate the effective date of such termination (and the
      Termination Date) (termination pursuant to this Section 5.3 being referred
      to
      herein as “Voluntary”
      termination); or

     

    5.4. Termination
      For Cause.
      Immediately following notice of termination for “Cause” (as defined below),
      specifying such Cause, given by the Company (termination pursuant to this
      Section 5.4 being referred to herein as termination for “Cause”).
      As
      used herein, “Cause”
means
      (i) termination based on Executive’s conviction or plea of “guilty” or “no
      contest” to any crime constituting a felony in the jurisdiction in which the
      crime constituting a felony is committed (other than one involving Limited
      Vicarious Liability),
      any
      crime involving moral turpitude (whether or not a felony), or any other
      violation of criminal law involving dishonesty or willful misconduct that
      materially injures the Company (whether or not a felony); (ii) Executive’s
      substance abuse that in any manner interferes with the performance of his
      duties; (iii) Executive’s
      failure to perform the
      responsibilities, functions and duties attached to the position with the Company
      or
      a
      refusal to perform his duties at all or in a
      reasonably
      acceptable manner; (iv) Executive’s failure to follow the lawful and proper
      directives of the Board of Directors that
      are
      within the scope of Executive’s duties; or (v)
      Executive’s material
      breach of this Agreement.
      Any
      determination of for Cause termination shall be made by the Board of Directors
      of the Company after having first given thirty (30) days written notice to
      Executive of such determination, and afforded Executive the opportunity to
      be
      heard by the full Board of Directors. Notwithstanding any other provision in
      this Agreement, if Executive is terminated pursuant to subsection (iii) of
      this
      Section 5.4 for poor job performance, excluding refusal to perform his duties,
      Executive shall have sixty (60) days to cure the behavior upon which the
      threatened termination is based. For the purpose of this provision, the term
      “Limited Vicarious Liability” shall mean any liability which is based on acts of
      Company for which Executive is responsible solely as a result of his office(s)
      with Company; provided that (A) he was not directly involved in such acts and
      either had no prior knowledge of such intended actions or, upon obtaining such
      knowledge, promptly acted reasonably and in good faith to attempt to prevent
      the
      acts causing such liability or (B) after consulting with Company's counsel,
      he
      reasonably believed that no law was being violated by such acts.

     

    
      
         

      

      
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    5.5. Termination
      Without Cause.
      Notwithstanding any other provisions contained herein, the Company may terminate
      Executive’s employment thirty (30) days following notice of termination without
      Cause given by the Company; provided, however, that during any such thirty
      (30)
      day notice period, the Company may suspend, with no reduction in pay or
      benefits, Executive from his duties as set forth herein (including, without
      limitation, Executive’s position as a representative and agent of the Company)
      (termination pursuant to this Section 5.5 being referred to herein as
      termination “Without
      Cause”).

     

    5.6. Other
      Remedies.
      Termination pursuant to Section 5.2 above shall be in addition to and without
      prejudice to any other right or remedy to which Executive may be entitled at
      law, in equity, or under this Agreement. Termination pursuant to Section 5.4
      above shall be in addition to and without prejudice to any other right or remedy
      to which the Company may be entitled at law, in equity, or under this
      Agreement.

     

    5.7. Salary
      Continuation During Disability.
      If
      Executive suffers any physical or mental disability that would prevent the
      performance of his essential job duties, the Company agrees to pay Executive
      one
      hundred percent (100%) of Executive’s salary, payable in the same manner as
      provided for the payment of salary herein, for the first-twelve (12) months
      duration of the disability, and the Company agrees to pay Executive eighty
      percent (80%) of Executives salary, payable in the same manner as provided
      for
      the salary herein, for the remaining term of the agreement or the duration
      of
      the disability, whichever is less. 

     

    5.8. Reasonable
      Accommodation.
      “Reasonable
      accommodation”
shall
      mean the acquisition or modification of equipment or devices, adjustment or
      modifications of training materials or policies, the provision of qualified
      readers or interpreters, and other similar accommodations for individuals with
      disabilities so long as said accommodation does not require significant
      difficulty or expense when considered in light of (i) the nature and cost of
      the
      accommodation, (ii) the impact of the accommodation on the operations of the
      Company, and (iii) the financial resources of the Company.

     

    6. Severance
      and Termination.

     

    6.1. Voluntary
      Termination, Termination for Cause, or Termination for
      Death.
      In the
      case of a termination of Executive’s employment hereunder for Death in
      accordance with Section 5.1 above, or Executive’s Voluntary termination of
      employment hereunder in accordance with Section 5.3 above, or a termination
      of
      Executive’s employment hereunder for Cause in accordance with Section 5.4 above,
      (i) Executive shall not be entitled to receive payment of, and the Company
      shall
      have no obligation to pay, any severance or similar compensation attributable
      to
      such termination, other than Base Salary earned but unpaid, accrued but unused
      vacation to the extent required by the Company’s policies and any non-reimbursed
      expenses pursuant to Section 4 hereof incurred by Executive as of the
      termination date, and (ii) the Company’s obligations under this Agreement shall
      immediately cease except as required by law. Provided further, in the event
      of
      Executive’s Voluntary termination of employment hereunder in accordance with
      Section 5.3 above, Executive shall tender back to the Company all unexercised
      options granted to Executive by the Company in connection with Executive’s
      employment. 

     

    6.2 Termination
      for Good Reason, Termination Without Cause.
      In the
      case of a termination of Executive’s employment hereunder for Good Reason in
      accordance with Section 5.2 above, or Without Cause in accordance with Section
      5.5 above, the Company shall, within 30 days of the Termination Date, pay
      Executive, in a lump-sum, cash in the amount (the “Severance
      Payment”)
      of the
      sum of (x) 50% of his annual Base Salary
      then in effect
      plus
      (y) the product obtained by multiplying the Monthly Allowance by six (6);
      provided, however, that, in the event such termination of Executive’s employment
      follows a “Change-of-Control” (as defined below), the Severance Payment shall be
      an amount equal to the sum of (x) 150% of his annual Base Salary then in effect
      plus (y) the product obtained by multiplying the Monthly Allowance and eighteen
      (18). As used herein, “Change-of-Control”
      means:

     

    (i) the
      acquisition by any individual, entity
      or group (within
      the
      meaning of Section 13(d)(3) or 14(d)(2) under the Securities Exchange Act of
      1934, as amended [the “Exchange
      Act”])
      of
      beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of 20% or more of the combined voting power of the outstanding
      voting securities of the Company entitled to vote generally in the election
      of
      directors; provided, however, that the following acquisitions shall not
      constitute a Change-of-Control: (w) any acquisition directly from the Company,
      (x) any acquisition by the Company, (y) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company, or (z) any
      acquisition by any corporation pursuant to a transaction which complies with
      clauses (w), (x) and (y) immediately preceding; or

     

    
      
         

      

      
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    (ii) individuals
      who, as of the date hereof, constitute the Board of Directors of the Company
      (the “Incumbent
      Board”)
      cease
      for any reason to constitute at least a majority of the Board of Directors
      of
      the Company unless they are replaced with a slate nominated by at least a
      majority of the Incumbent Board and further provided that any individual
      becoming a director subsequent to the date hereof whose election, or nomination
      for election by the Company's stockholders, was approved by a vote of at least
      a
      majority of the directors then comprising the Incumbent Board shall, for
      purposes of this sub-paragraph (ii), be considered as though such individual
      were a member of the Incumbent Board, but excluding, for this purpose, any
      such
      individual whose initial assumption of office occurs as a result of an actual
      or
      threatened election contest with respect to the election or removal of directors
      or other actual or threatened solicitation of proxies or consents by or on
      behalf of an individual, entity or group other than the Board of Directors
      of
      the Company acting by at least a majority thereof; or

     

    (iii) Consummation
      of a reorganization, merger or consolidation or sale or disposition of all
      or
      substantially all of the assets of the Company (a “Business
      Combination”),
      in
      each case, unless, following such transaction: (x) all or substantially all
      of
      the individuals and entities who were the beneficial owners, respectively,
      of
      the outstanding voting securities of the Company entitled to vote generally
      in
      the election of directors immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than 50% (20% in the case of
      any
      Business Combination being proposed and implemented by at least a majority
      of
      the Incumbent Board) of the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors of the
      corporation resulting from such Business Combination (including, without
      limitation, a corporation which as a result of such transaction owns the Company
      or all or substantially all of the Company's assets either directly or through
      one or more subsidiaries) in substantially the same proportions as their
      ownership, immediately prior to such Business Combination, of the outstanding
      voting securities of the Company entitled to vote generally in the election
      of
      directors, (y) no individual, entity or group beneficially owns, directly or
      indirectly, 20% or more of the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such ownership
      existed prior to the Business Combination, and (z) at least a majority of the
      members of the board of directors of the corporation resulting from such
      Business Combination were members of the Incumbent Board, or were nominated
      by
      at least a majority of the members of the Incumbent Board, at the time of the
      execution of the initial agreement, or by the action of the Board providing
      for
      such Business Combination; or

     

    (iv) Approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company.

     

    In
      addition, in the event Paragraph (a) immediately preceding applies, for six
      months after the Termination Date (or such longer period as may be provided
      by
      the terms of the appropriate plan, program, practice or policy), the Company
      shall continue Welfare Benefits to the Executive and/or his family at least
      equal to those which would have been provided if the Executive’s employment had
      not been terminated (provided, however, that such period shall be eighteen
      months in the event such Paragraph (a) applies following a
      Change-of-Control).

     

    Notwithstanding
      the foregoing, in the event Executive is a “specified employee” as defined in
      Section 409A(a)(2)(B)(i) of the Code, the payment of the Severance Payment
      under
      this Section 7.2 shall be made no earlier than six months after the Termination
      Date.

     

    
      
         

      

      
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    7. Severance
      Not Conditioned on Release of Claims.

     

    7.1. Release.
      The
      Company’s obligation to provide Executive with the Severance Payment set forth
      in Section 6.2 is not contingent upon Executive’s execution of a release of
      claims in favor of the Company.

     

    8. Non-competition,
      Non-solicitation.

     

    8.1. Non-Competition.
      Executive agrees that he shall not, during the Employment Term and for twelve
      (12) months subsequent thereto, without both the disclosure to and the written
      approval of the Board of Directors of the Company, directly or indirectly,
      engage or be interested in (whether as a principal, lender, employee, officer,
      director, partner, venturer, consultant or otherwise) any business(es) that
      is
      competitive with the business being conducted by the Company through the
      Termination Date, without the express written approval of the Board of
      Directors.

     

    8.2. Non-Solicitation.
      Executive agrees that he will not, without the prior written consent of the
      Company’s Board of Directors, for a period of twelve (12) months after the
      Termination Date, directly or indirectly disturb, entice, or in any other manner
      persuade, any employee(s) or consultant(s) of the Company to discontinue that
      person’s or firm’s relationship with the Company if the employee(s) and/or
      consultant(s) were employed by the Company at any time during the twelve (12)
      month period prior to the Termination Date.

     

    8.3. Customers.
      Executive agrees that he will not, for a period of twelve (12) months following
      the Termination Date, contact or solicit orders, sales or business from any
      customer of the Company so as to induce or attempt to induce such customer to
      cease doing business with the Company.

     

    8.4. Public
      Investments.
      The
      provisions of Section 8.1 through 8.3, inclusive, shall not be deemed breached
      by reason of Executive’s ownership of 10% or less of the equities of any entity
      with a class of publicly traded securities.

     

    9. Inventions,
      Discoveries and Improvements.
      Any and
      all invention(s), discovery(ies) and improvement(s), whether protectable or
      unprotectable by patent, trademark, copyright or trade secret, made, devised,
      or
      discovered by Executive, whether by Executive alone or jointly with others,
      from
      the time of entering the Company’s employ until the earlier of the Termination
      Date of this Agreement or the actual date of termination of employment, relating
      or pertaining in any way to Executive’s employment with the Company, shall be
      promptly disclosed in writing to the Board of Directors of the Company, and
      become and remain the sole and exclusive property of the Company. Executive
      agrees to execute any assignments to the Company, or its nominee, of the
      Executive’s entire right, title, and interest in and to any such inventions,
      discoveries and improvements and to execute any other instruments and documents
      requisite or desirable in applying for and obtaining patents, trademarks or
      copyrights at the cost of the Company, with respect thereto in the United States
      and in all foreign countries, that may be requested by the Company. Executive
      further agrees, whether or not then in the employment of the Company, to
      cooperate to the fullest extent and in the manner that may be reasonably
      requested by the Company in the prosecution and/or defense of any suit(s)
      involving claim(s) of infringement and/or misappropriation of proprietary rights
      relevant to patent(s), trademark(s), copyright(s), trade secret(s), processes,
      and/or discoveries involving the Company’s product(s); it being understood that
      all reasonable costs and expenses thereof shall be paid by the Company. The
      Company shall have the sole right to determine the treatment of disclosures
      received from Executive, including the right to keep the same as a trade secret,
      to use and disclose the same without a prior patent application, to file and
      prosecute United States and foreign patent application(s) thereon, or to follow
      any other procedure which the Company may deem appropriate. In accordance with
      this provision, Executive understands and is hereby further notified that this
      Agreement does not apply to an invention which the employee developed entirely
      on his own time without using the Company’s equipment, supplies, facilities, or
      trade secret information.

     

    10. Confidential
      Information and Trade Secrets.

     

    10.1. Non-Disclosure.
      Executive hereby acknowledges that all confidential or proprietary trade,
      engineering, production, and technical data, information or “know-how”
including, but not limited to, customer lists, sales and marketing techniques,
      vendor names, purchasing information, processes, methods, investigations, ideas,
      equipment, tools, programs, costs, product profitability, plans, specifications,
      patent application(s), drawings, blueprints, sketches, layouts, formulas,
      inventions, processes and data, whether or not reduced to writing, used in
      the
      development and manufacture of the Company’s products and/or the performance of
      services, or in research or development, are the exclusive property of the
      Company, and shall be at all times, whether after the Effective Date or after
      the Termination Date, be kept strictly confidential and secret by Executive;
      it
      being understood, however, that information which was publicly known, or which
      is in the public domain, or which is generally known, shall not be subject
      to
      this restriction (and Executive’s duties of non-disclosure shall further not
      extend to (i) disclosures to other employees, executives, officers and/or
      directors of the Company, or as may be required or appropriate in connection
      with performance hereunder, and (ii) the requirements of legal process, subpoena
      or other court order). 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    10.2. Return
      of Property.
      Executive agrees not to remove from the Company’s office or copy any of the
      Company’s confidential information, trade secrets, books, records, documents or
      customer or supplier lists, or any copies of such documents, without the express
      written permission of the Board of Directors of the Company or as may be
      required or appropriate in connection with performance hereunder. Executive
      agrees, at the Termination Date, to return any property belonging to the
      Company, including, but not limited to, any and all records, notes, drawings,
      specifications, programs, data and other materials (or copies thereof)
      pertaining to the Company’s businesses or its product(s) and service(s),
      generated or received by Executive during the course of his employment with
      the
      Company.

     

    11. Information
      of Others.
      Executive agrees that the Company does not desire to acquire from Executive
      any
      secret or confidential information or “know-how” of others. Executive,
      therefore, specifically represents to the Company that he will not bring to
      the
      Company any materials, documents, or writings containing any such information.
      Executive represents and warrants that from the Effective Date of this Agreement
      he is free to divulge to the Company, without any obligation to, or violation
      of, the rights of others, information, practices and/or techniques which
      Executive will describe, demonstrate or divulge or in any other manner make
      known to the Company during Executive’s performance of services. Executive also
      agrees to indemnify and hold the Company harmless from and against any and
      all
      liabilities, losses, costs, expenses, damages, claims or demands for any
      violation of the rights of others as it relates to Executive’s misappropriation
      of secrets, confidential information, or “know-how” of others. Such
      indemnification will not apply in the event action by the Company is
      unsuccessful.

     

    12. Survival.
      Executive’s duties under paragraphs 8,9,10 and 11 survive termination of
      Executive’s employment with Company. Executive acknowledges that a remedy at law
      for any breach or threatened breach by Executive of the provisions of the
      Proprietary Information Agreement would be inadequate and Executive therefore
      agree that Company shall be entitled to injunctive relief in case of any such
      breach or threatened breach.

     

    13. Indemnification.
      The
      Company shall indemnify Executive in his capacity as director, officer and
      employee of the Company upon terms no less favorable to him than are contained
      under Article 7 of the Restated Certificate of Incorporation of the Company,
      and
      Article VI of the By-laws of the Company, as in effect on the date hereof.
      The
      Company shall extend to Executive the benefits of directors’ and officers’
liability insurance upon terms no less favorable than are extended to any other
      director or officer of the Company.

     

    14. Notice.

     

    14.1. Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be delivered personally or mailed by registered or certified mail, return
      receipt requested, and shall be deemed given when so delivered or mailed, to
      a
      party at his or its address as follows (or at such other address as a party
      may
      designate by notice given hereunder):

     

    
      	
            	If
              to Executive:	
              At
                the address (or to the facsimile number) shown on the records of
                Company.

            


    

     

    
      	
            	If
              to the Company:	
              Dot VN, Inc.

              
                9449
                  Balboa Ave., Suite 114

                San
                  Diego, CA 92123 

              

            



     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    15. Dispute
      Resolution. If
      the
      Parties are unable to resolve a dispute informally, the following provisions
      shall control: 

     

    15.1. Excepting
      claims for injunctive relief and/or other equitable relief for unfair
      competition and/or the use or unauthorized disclosure of trade secrets or
      confidential information, both Company and Executive shall submit all claims,
      disputes or controversies (“Claims”) against the other arising from or relating
      in any way to this Agreement, whether based in contract or tort, including
      discrimination claims under state and federal law, claims that could otherwise
      be asserted in class action litigation, such as wage and hour claims,
      discrimination claims, post-termination claims, and claims regarding the
      applicability of this arbitration clause or the validity of the Agreement,
      to
      binding arbitration pursuant to the rules of the American Arbitration
      Association. Nothing herein shall be construed to preclude class arbitrations
      on
      common issues. In all arbitration matters, Company shall bear the costs of
      the
      forum and all arbitrator(s) fees.

     

    15.2. All
      claims subject to arbitration shall be arbitrated by a sole arbitrator, who
      shall have the power to determine all issues, including arbitrability, award
      equitable relief and all forms of damages, including punitive damages. If the
      Parties cannot agree on a single arbitrator, or a method to select a single
      arbitrator, a panel of 3 arbitrators shall be employed, the Parties each
      selecting one arbitrator, and the two arbitrators so selected shall choose
      a
      third “independent” arbitrator. All arbitrators must have experience specific to
      the subject matter of the dispute. The arbitration hearing will be held in
      San
      Diego, California. The decision shall be in writing and include a statement
      of
      facts and the reason for the decision. Judgment may be entered in any court
      of
      competent jurisdiction after a thirty day waiting period, during which time
      the
      Parties further agree that all proceedings are to remain confidential. If the
      affected party fully complies with the arbitration award within 30 days, no
      further proceedings shall be had, and the matter shall be considered concluded.
      

     

    IN
      THE ABSENCE OF THIS ARBITRATION AGREEMENT YOU AND WE MAY OTHERWISE HAVE HAD
      A
      RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT, AND / OR TO PARTICIPATE
      OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS, BUT EXCEPT AS
      OTHERWISE PROVIDED ABOVE, ALL CLAIMS MUST NOW BE RESOLVED THROUGH
      ARBITRATION.

     

    16. Nondisparagment.
      Except
      for statements made in the course of sworn testimony in administrative, judicial
      or arbitral proceedings, both Executive and Company (for purposes hereof,
      Company shall mean only the executive officers and directors thereof and not
      any
      other employees) agree not to make any public statements that disparage the
      other party, or in the case of Company, its respective affiliates, employees,
      officers, directors, products or services. 

     

    17. Attorney's
      Fees.
      Except
      for matters subject to the mandatory arbitration provisions of Section 17,
      if
      either party brings any action to enforce its rights hereunder, the prevailing
      party in any such action shall be entitled to recover his or its reasonable
      attorneys' fees and costs in connection with such action.

     

    18. Miscellaneous.

     

    18.1. Post
      Termination Obligations.
      Notwithstanding the termination of Executive’s employment hereunder, the
      provision(s) of Section(s) “3,” “4,” “8,” “9,” “10,” “11,” “13,” and “15” shall
      survive the Termination Date.

     

    18.2. Assignment.
      This
      Agreement shall be assigned to and inure to the benefit of, and be binding
      upon,
      any successor to substantially all of the assets and business of the Company
      as
      a going concern, whether by merger, consolidation, liquidation or sale of
      substantially all of the assets of the Company or otherwise. The Company will
      require any successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business and/or
      assets of the Company to assume expressly and agree to perform this Agreement
      in
      the same manner and to the same extent that the Company would be required to
      perform it if no such succession had taken place; and, as used in this
      Agreement, "Company"
      shall
      mean the Company as hereinbefore defined and any successor to its business
      and/or assets as aforesaid which assumes and agrees to perform this Agreement
      by
      operation of law, or otherwise. Executive understands and agrees, however,
      that
      this Agreement is exclusive and personal to him only, and, as such, he will
      neither assign nor subcontract all or part of his undertaking(s) or
      obligation(s) under the terms of this Agreement.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    18.3. Severability.
      In the
      event that any provision of this Agreement shall be determined to be
      unenforceable or otherwise invalid, the balance of the provision(s) shall be
      deemed to be enforceable and valid; it being understood that all provision(s)
      of
      this Agreement are deemed to be severable, so that unenforceability or
      invalidity of any single provision will not affect the remaining
      provision(s).

     

    18.4. Headings.
      The
      Section(s) and paragraph heading(s) in this Agreement are deemed to be for
      convenience only, and shall not be deemed to alter or affect any provision
      herein.

     

    18.5. Interpretation
      of Agreement.
      This
      Agreement shall be interpreted in accordance plain meaning of its terms and
      under the laws of the State of Delaware.

     

    18.6. Variation.
      Any
      changes in the Sections relating to salary, bonus, or other material
      condition(s) after the Effective Date of this Agreement shall not be deemed
      to
      constitute a new Agreement. All unchanged terms are to remain in force and
      effect.

     

    18.7. Collateral
      Documents.
      Each
      party hereto shall make, execute and deliver such other instrument(s) or
      document(s) as may be reasonably required in order to effectuate the purposes
      of
      this Agreement.

     

    18.8. Non-Impairment.
      This
      Agreement may not be amended or supplemented at any time unless reduced to
      a
      writing executed by each party hereto. No amendment, supplement or termination
      of this Agreement shall affect or impair any of the rights or obligations which
      may have matured thereunder.

     

    18.9. Execution.
      This
      Agreement may be executed in one or more counterpart(s), and each executed
      counterpart(s) shall be considered by the parties as an original.

     

    18.10. Legal
      Counsel.
      Executive represents to the Company that he has retained legal counsel of his
      own choosing, and was given sufficient opportunity to obtain legal counsel
      prior
      to executing this Agreement. Executive also represents that he has read each
      provision of this Agreement and understands its meaning.

     

    18.11. Transition.
      In the
      event that Executive’s employment with the Company terminates, Executive shall,
      through the last day of employment, and at the Company’s request, use
      Executive’s reasonable best efforts (at the Company’s expense) to assist the
      Company in transitioning Executive’s duties and responsibility responsibilities
      to Executive’s successor and maintaining the Company’s professional relationship
      with all customers, suppliers, etc. Without limiting the generality of the
      foregoing, Executive shall cooperate and assist the Company, at the Company’s
      direction and instruction, during the transition period between any receipt
      of
      or giving of notice of the termination of employment and the final day of
      employment. 

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have set their hands and seals the day and year first above
      written.

     

    
      	
              THE
                COMPANY:

            	 	 	 
	 	 	 	 
	
              DOT
                VN, INC.

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Lee Johnson

            	 	 	
            
	
              

              By:
                Lee Johnson

              Its:
                President

            	 	 	
            
	 	 	 	 
	 	 	 	 
	
              EXECUTIVE

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              /s/
                Michael T. Weller

            	 	 	 
	
              

              Michael
                T. Weller

            	 	 	 


    

     

    
      
         

      

      
        10