f8k0308ex10i_fundcom.htm


    


    CONSULTING
AGREEMENT

     

    This
Consulting Agreement (this “Agreement”) is entered into as of March 1, 2008 by
and between Fund.com Inc. a corporation duly registered under the laws of
Delaware with registered office situated at 455 Broadway, New York, NY 100132
(“Company”), and Daniel Klaus and his wholly-owned consulting group, Fabric
Group, LLC (“Fabric”) a limited liability company duly registered under the laws
of New York with registered office at 70 Washington Street, PH N Brooklyn, NY
and Lucas Mann (collectively “Consultant”), with respect to the following
matters.

     

    Consultant is a duly authorized and
validly existing company, organized under the laws of New York State engaged in
the business of providing various consulting services.

     

    The parties wish to define and
delineate the various relationships with each other and the rights and duties
with respect to certain consulting services to be provided by Consultant on the
terms and conditions hereinafter set forth.

     

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

     

    1. Term Of
Agreement.

     

    Except as
otherwise set forth herein, Company hereby agrees to engage Consultant, and
Consultant hereby agrees to be engaged by Company, in accordance with the terms
and conditions of this Agreement, for the period commencing as of March 1, 2008
(the “Effective Date”) and ending on February 28, 2009 (the “Term”); provided,
however, that the Term shall be extended thereafter from year to year with
mutual written consent of Company and Consultant.

     

    If this
Agreement is extended pursuant to the foregoing provision, all terms and
conditions of this Agreement shall remain the same; save and except that the
terms of this Agreement may be modified in accordance with Section
15.

     

    2. Duties.

     

    During
the Term of this Agreement, Consultant agrees to provide strategic consulting
services to the Company in the area of business development, product marketing
and online strategy and to perform such other additional reasonable and
appropriate duties as may be requested by the Board of Directors of the Company
(the “Board of Directors”), in accordance with the terms herein set forth. It is
the intension of the consultant that these services will be provided by Daniel
Klaus and Lucas Mann, current Directors of the Company, (the
“Consultants”).  Consultants shall devote such time to the performance
of their duties hereunder as the Consultant and Company consider necessary and
desirable, with the understanding that Consultants are not currently expected to
be engaged on a full time basis on behalf of Company and that Consultants
concurrently may pursue other non-competitive business and
interests.

     

    


    
      
        
           


        

        
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    3. Consulting Fees.

     

    (a)           Base Fee.  Except as
otherwise set forth herein, Company will pay Consultant an annual base fee of
Three Hundred Thousand Dollars ($300,000.00), commencing on the Effective Date
and adjusted to reflect any periods less than a full calendar year;
provided.  Consultant’s annual base fee may be adjusted by the Board
of Directors in its discretion; provided, however, that Consultant’s annual base
fee shall not be less than $300,000.00. Consultant shall invoice the Company on
a monthly basis and such invoice shall be paid within 15 days of receipt by the
Company.

     

    (b)           One Time
Fee.  Consultant shall be entitled to a one time fee of Fifty
Five Thousand Dollars ($55,000.00) payable upon signing of this Agreement, for
services previously rendered to the Company.

     

    (c)           Bonus.  Consultant
shall be entitled to such bonuses and other benefits as the Board of Directors
may periodically award in their reasonable discretion.

     

    (d
)           Health and Life
Insurance.  In lieu of Consultants participating in any Company
benefit plans, Consultants will be reimbursed for his cost of health and life
insurance.

     

    (e)           Expenses.  Company
will reimburse Consultant for all reasonable travel and entertainment expenses
incurred in connection with Consultant’s responsibilities upon submission of
proper vouchers in accordance with Company’s expense reimbursement
policy.

     

    4. Non-Competition;
Nondisclosure Of Confidential Information; Non-Hire Of Company Employees;
Non-Solicitation; Relief. 

     

    (a) Non-Competition.  For
the period ending twelve (12) months after the later of (i) the end of the Term
of this Agreement and (ii) Consultant or Consultants ceasing to own a direct or
indirect beneficial interest in Company’s common stock (such period being, the
“Non-Competition Period”), Consultants shall not be employed elsewhere and,
except as may otherwise be set forth herein, shall not render any services to
any other person or business, or acquire any interest of any type in any other
business which is in competition with Company, provided, however, that the
foregoing shall not be deemed to prohibit Consultants from acquiring, solely as
an investment, (i) up to 10% of any securities of a partnership, trust,
corporation or other entity so long as Consultants remain a passive investor in
such entity and such entity is not, directly or indirectly, in competition with
Company or (ii) up to 10% of the outstanding equity interests of any publicly
held company.

     

    (b) Non-Disclosure.  During
the course of Consultant’s employment with Company and during the course of this
Agreement, Company has provided and will provide Consultants with access to
certain confidential information, trade secrets, and other matters which are of
a confidential or proprietary nature, including but not limited to Company’s
operational, programming, and sales information, customer lists, business and
employment contracts, representation agreements, pricing and ratings
information, production and cost data, compensation and fee information,
strategic business plans, budgets, financial statements, and other information
Company treats as confidential or proprietary (collectively the “Confidential
Information”).  

     

     

     

    
      
        
        

      

      
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      Consultants
acknowledges that such Confidential Information is confidential and proprietary,
and agrees not to disclose such Confidential Information to anyone outside
Company except to the extent that (i) Consultants deem such disclosure or use
reasonably necessary or appropriate in connection with performing his duties on
behalf of Company; (ii) Consultants are required by order of a court of
competent jurisdiction (by subpoena or similar process) to disclose or discuss
any Confidential Information, provided that in such case, Consultants shall
promptly inform Company of such event, shall cooperate with Company in
attempting to obtain a protective order or to otherwise restrict such
disclosure, and shall only disclose Confidential Information to the minimum
extent necessary to comply with any such court order; or (iii) such Confidential
Information becomes generally known to and available for use in the industries
in which Company does business, other than as a result of any action or inaction
by Consultant.  Consultants further agree that they will not during
the Term of this Agreement and/or at any time thereafter use such Confidential
Information in competing, directly or indirectly, with Company.  At
such time as Consultant shall cease to be affiliated with Company, Consultants
will promptly deliver to Company (and will not keep in Consultant’s possession,
recreate or deliver to anyone else) all Confidential Information and any and all
devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings blueprints, sketches, materials, equipment, other
documents or property, or reproductions of any aforementioned items related to
any Invention or Work (each as defined below), or otherwise developed by
Consultants pursuant to Consultant’s employment or affiliation with Company or
otherwise belonging to Company, its successors or assigns.  This
nondisclosure covenant is binding on Consultants, as well as their heirs,
successors, and legal representatives, and will survive the termination or
expiration of this Agreement for any reason.

    

     

    (c) Non-Hire.  To
further preserve Company’s Confidential Information, and for the consideration
promised by Company under this Agreement, during the Non-Competition Period,
Consultant will not, directly or indirectly, (i) hire any current employee of
Company, or any subsidiary or affiliate of Company (including, without
limitation, any employee of Company within the 6-month period preceding
Consultant’s last day of affiliation with Company or within the 12-month period
of this covenant) who worked, works, or has been offered employment by Company;
(ii) solicit or  encourage any such employee to terminate their
employment with Company, or any subsidiary or affiliate of Company; or (iii)
solicit or encourage any such employee to accept employment with Consultant or
with any business, operation, corporation, partnership, association, agency, or
other person or entity with which Consultant may be associated.  If,
during the term of this non-hire covenant, Consultant learns that any such
employee has accepted employment with any business, operation, corporation,
partnership, association, agency, or other person or entity with which
Consultant may be associated (other than Company), Consultant will immediately
send notice to Company identifying such employee and certifying that Consultant
did not breach any provision of this non-hire covenant.

     

    (d) Non-Solicitation.  To
further preserve Company’s Confidential Information and for the consideration
promised by Company under this Agreement, Consultant agrees not to solicit any
of Company’s clients during the Non-Competition Period.  

     

     

    
      
        
        

      

      
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      Specifically,
during the Non-Competition Period, regardless of the reason for the end of this
Agreement, Consultant will not, directly or indirectly, either for himself or
for any other business, operation, corporation, partnership, association,
agency, or other person or entity, call upon, compete for, solicit, divert, or
take away, or attempt to divert or take away current customers or clients of
Company.  This restriction includes, without limitation, any customer
with who Company, or any subsidiary or affiliate of Company, (i) has an existing
agreement or business relationship; or (ii) has had an agreement or business
relationship within the six-month period preceding Consultant’s last day of
affiliation with Company.  This non-solicitation agreement does not
apply if Company terminates Consultant without Cause (except during any
severance payment period as stated in Section 6(d)), or if Consultant terminates
this Agreement for Good Cause (as defined in Section 5(d)).

    

     

    (e) Relief.  Consultant
acknowledges that, in connection herewith Consultant has received certain
warrants or options for shares of Company’s common stock and that the provisions
of this Section 4 and the other provisions of this Agreement relating to the
enforcement of the rights granted to Company hereunder constitute a significant
portion of the consideration for the grant of such warrants or options and that
Consultant’s agreeing to be bound by such provisions were a condition precedent
to the grant of such warrants or options.  Company and Consultant
agree that the restrictions contained in this Section 4 are reasonable in scope
and duration and are necessary to protect Company’s rights.  If any
provision of this Section is adjudged by a court or arbitrator to be
unenforceable, the same will in no way affect enforceability of the rest of this
Agreement.  If any such provision is held to be unenforceable because
of the scope, duration, or geographic area, the parties agree that the court or
arbitrator shall have the power to reduce the scope and/or duration and/or
geographic area of such provision, and in its reduced form, such provision shall
then be enforceable.  Should Consultant violate the provisions of this
Section, then in addition to all other rights and remedies available to Company
at law or in equity, the duration of this covenant shall automatically be
extended for the period of time from which Consultant began such violation until
he permanently ceases such violation.  Consultant agrees that the
remedy at law for any breach of this Section 4 will be inadequate and that
Company shall be entitled to injunctive relief.

     

    5. Termination.

     

    This
Agreement may be terminated only by mutual agreement of the parties or under the
following circumstances:

     

    (a) Dissolution.  Dissolution
of the Consultant.

     

    (b) Disability.  Company
may terminate this Agreement if, as a result of Consultant’s inability to
perform the essential functions of the position, as defined in Paragraph 2 of
this Agreement, for more than 60 days in any 12 month period, as determined by
Company, subject to applicable law.

     

    (c) Termination By Company.
Company may also terminate this Agreement for Cause.  “Cause” means
one of the following:  (i) a material act of willful misconduct by one
or both of the Consultants in connection with the performance of their duties,
including, without limitation, violation of Company’s policy on sexual
harassment, misappropriation of funds or property of Company or any of its
affiliates other than the occasional, customary and de minimis use of Company
property for personal purposes;

     

     

    
      
        
        

      

      
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      (ii)
material non-performance of his duties (other than by reason of one of the
Consultants’ physical or mental illness, incapacity or disability) where such
material non-performance has continued for more than thirty (30) days following
written notice to Consultant by Company; (iii) a felony criminal or civil
conviction, a plea of nolo contendere by Consultant or one of the Consultants,
or other conduct by Consultant or Consultants that, as determined in the
reasonable discretion of Company, has resulted in, or would result in if he were
retained in his position with Company, material injury to the reputation of
Company, including, without limitation, conviction of fraud, theft,
embezzlement, or a crime involving moral turpitude; (iv) a material breach by
Consultant of any of the provisions of this Agreement; (v) a material and
significant violation by Consultant of Company’s key employment and management
policies; (vi) inability to consistently meet performance goals if such
inability continues for more than ninety days following written notice;
provided, however, that this clause (vi) shall be inapplicable in the event that
such failure to meet performance goals is precluded by events, actions or
omissions to act by or on behalf of Company by persons other than Consultant; or
(vii) a material breach of the confidentiality or other provisions set forth in
Section 4.  If Company elects to terminate for Cause under clauses
(c)(i), (iv), (v) or (vi) hereof, Consultant shall have thirty (30) days after
the written notice of any such breach within which to cure such breach, except
where such breach, by its nature, is not curable or the termination is based
upon a recurrence of an act previously cured by Consultant.

    

     

    (d) Termination By Consultant For Good
Cause.  Consultant may terminate this Agreement at any time for
“Good Cause,” which is defined as any one of the following: (i) a repeated
failure of Company to comply with a material term of this Agreement after
written notice by Consultant specifying the alleged failure. Provided, however,
that if Consultant elects to terminate for Good Cause under this Section,
Company shall have thirty (30) days after the written notice of any such breach
within which to cure such breach, except where such breach, by its nature, is
not curable or the termination is based upon a recurrence of an act previously
cured by Company; (ii) a substantial and unusual change in Consultant’s
position, duties, responsibilities, working location or authority without an
offer of additional compensation acceptable to Consultant, in Consultant’s
reasonable discretion; or (iii) a Change of Control. "Change of Control" shall
mean the satisfaction of any one or more of the following conditions (and the
"Change of Control" shall be deemed to have occurred as of the first day that
any one or more of the following conditions shall have been satisfied): (i) Any
person other than the Company or an Affiliate or an employee benefit plan of the
Company or an Affiliate, becomes the beneficial owner, directly or indirectly,
of securities of the Company representing more than 30% of the combined voting
power of the Company's then outstanding securities; (ii) The Company’s
stockholders approve a merger, consolidation or other business combination (a
"Business Combination") other than a Business Combination in which holders of
common stock of the Company immediately prior to the Business Combination have
substantially the same proportionate ownership of common stock of the surviving
corporation immediately after the Business Combination as immediately before;
(iii) The Company’s stockholders approve either (a) an agreement for the sale or
disposition of all or substantially all of the Company's assets to any entity
that is not an Affiliate, or (b) a plan of complete liquidation of the Company;
or (iv) The persons who are members of the Board and constitute a majority of
the members of the Board, immediately before a tender offer by any Person other
than the Company or an Affiliate, or before a merger, consolidation or contested
election, or before any combination of such transactions, cease to constitute a
majority of the members of the Board as a result of such transaction or
transactions.

     

     

     

    
      
        
        

      

      
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    6. Compensation Upon
Termination Or Expiration.

     

    (a) Dissolution.  If
this Agreement is terminated by reason of Company’s dissolution, Company will,
within 90 days after the date of such termination, pay in a lump sum amount to
Consultant his accrued and unpaid base fee and bonus, if any, and any payments
to which the Consultant may be entitled under any applicable benefit plan
(according to the terms of such plans).

     

    (b) Disability.  If this
Agreement terminates by reason of one of the Consultants disability, Company
shall, within 90 days after the date of such termination, pay in a lump sum
amount to Consultant his accrued and unpaid base fee and bonus, if any, and any
payments to which the Consultant may be entitled under any applicable benefit
plan (according to the terms of such plans).  Any warrants or options
previously granted to Consultant which have vested or are exercisable at the
date of Consultant’s disability shall remain exercisable after the date of
termination for the greater of ninety days or the maximum period allowed by
applicable law or warrant, option plan or agreement.

     

    (c) Termination By Company For Cause:
If this Agreement is terminated by Company for Cause, Company will,
within 90 days after the date of such termination, pay in a lump sum amount to
Consultant his accrued and unpaid base fee and any payments to which he may be
entitled under any applicable benefit plan (according to the terms of such
plans).

     

    (d) Termination by Company Without Cause;
Termination by Consultant for Good Cause.  In the event this
Agreement is terminated by Company other than for Cause or other than pursuant
to Section 5(a) or (b) hereof by reason of death or disability or Consultant
terminates this Agreement for Good Cause pursuant to the provisions of Section
5(d) hereof, Consultant shall have no further obligations or duties under this
Agreement; provided, however, that Consultant shall continue to be bound by the
provisions of Section 4, 6, 7, 8, 9, 10, 11, 13 and 15 hereof if Company
performs its obligations under this Section 6(d).  In the event of
termination of Consultant pursuant to the preceding sentence, Company will (i)
within 30 days after the date of such termination, pay in a lump sum amount to
Consultant his accrued and unpaid base fee through the date of termination and
bonus, if any, and any payments to which he may be entitled under any applicable
benefit plan (according to the terms of such plans) and (ii) shall continue to
pay Consultant the entire compensation and other benefits otherwise payable to
him under the provisions of Section 3 hereof for the otherwise remaining Term of
this Agreement; provided, however that Consultant shall have a duty to mitigate
such compensation and other benefits by seeking other engagements (including
mitigating payments for any benefits for which Consultant is being paid by
Company).

     

    (e) Effect of Compliance with
Compensation Upon Termination Provisions.  Upon complying with
Subparagraphs 6(a) through 6(d) above, as applicable, Company will have no
further obligations to Consultant except as otherwise expressly provided under
this Agreement or under the terms of any warrant, option plan or agreement or
any benefit plan of Company.

     

    


    
      
        
           


        

        
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    7. Inventions and Original
Works of Authorship.  

     

    (a) Prior Inventions and Original Works
of Authorship.  Attached hereto, as Exhibit A, is a list
describing all inventions, original works of authorship, developments,
improvements, and trade secrets which were made by Consultant prior to
Consultant’s affiliation with Company (collectively referred to as “Prior
Inventions and Works”), which belong to Consultant, which relate to Company’s
proposed business, products or research and development, and which are not
assigned to Company hereunder; or, if no such list is attached, Consultant
represents that there are no such Prior Inventions and Works.  If, in
the course of Consultant’s affiliation with Company, Consultant incorporates or
embodies any such Prior Inventions and Works into a Company product (including,
without limitation, software code), process or machine, or into an Invention (as
defined below) or Work (as defined below), Consultant hereby grants and agrees
to grant to Company and its designee a nonexclusive, royalty-free, fully-paid,
irrevocable, perpetual, worldwide license to make, have made, use, sell, offer
to sell, copy, publish, and/or modify (including creating derivative works
therefrom) any such Prior Inventions and Works as so incorporated or
embodied.

     

    (b) Consultant
agrees to disclose promptly and fully to Company in writing any and all
inventions, discoveries, improvements, concepts or ideas, whether or not
patentable and whether or not reduced to practice, conceived or made by
Consultant, whether alone or with others, during the term of Consultant’s
affiliation with Company and related in the sole judgment of Company to the
business or activities of the Company (“Inventions”).  In addition,
and except as provided in Section 7(c) below, Consultant hereby assigns and
agrees to assign to Company or its designee all right, title and interest in and
to the Inventions.  Consultant also agrees that all copyrightable
works created by Consultant or under Consultant’s direction in connection with
Company’s business (“Works”) will be deemed “works made for hire” within the
meaning of applicable copyright laws , and that all such Works shall be the sole
and complete property of Company and any and all copyrights in and to such Works
shall belong to Company.  To the extent that any of the Works are not
deemed to be “works made for hire” for Company, Consultant hereby assigns and
agrees to assign to Company all proprietary rights, title and interest therein,
in perpetuity throughout the universe in all languages and formats, and in any
and all media, whether now known or hereafter devised, without further
compensation.  Company and Consultant are aware and hereby acknowledge
that new rights to the Works may come into being and/or be recognized in the
future, under the law and/or in equity (the “New Exploitation Rights”), and
Consultant hereby intends to and does hereby grant and convey to Company any and
all such new Exploitation Rights in and to the Works and any other results or
proceeds thereof pursuant to this Section.

     

    (c) Consultant
agrees to keep and maintain adequate and current written records of all
Inventions and Works made by Consultant (solely or jointly with others) during
the term of Consultant’s affiliation with Company.  The records will
be in the form of notes, sketches, drawings, and any other format that may be
specified by Company and will be available to and remain the sole property of
Company at all times.

     

     

    
      
        
        

      

      
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    (d) Consultant
hereby agrees to execute any documents and do any other acts consistent herewith
as may be reasonably required by Company or its designees or licensees to
further evidence or effectuate Company’s rights as set forth in this Section 7
or as may be necessary, useful or convenient for the purposes of securing to
Company or to its designee any patent, trademark, copyright, mask work, trade
secret or copyright protection in and to the Inventions or the Works throughout
the universe.  Consultant hereby appoints Company as Consultant’s
attorney-in-fact (which appointment is irrevocable and coupled with an
interest), with full power of substitution and delegation, to execute any and
all such documents and to do any and all such other acts consistent herewith
that Consultant fails to do promptly after request
therefore.  Consultant further agrees that the obligations undertaken
by Consultant pursuant to this Section 7(e) shall survive the termination of
Consultant’s affiliation with Company.

     

    8. Parties Benefited;
Assignments.  

     

    This
Agreement shall be binding upon Consultant and its successors, and upon Company
and its respective successors and assigns.  Neither this Agreement nor
any rights or obligations hereunder may be assigned by Consultant.

     

    9. Governing Law.  

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without giving effect to any choice of law or conflict
provisions or rule (whether of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than New
York.  Consultant hereby expressly consents to the personal
jurisdiction of the courts located in New York for any lawsuit arising from or
relating to this Agreement.

     

    10. Litigation And Regulatory
Cooperation.

     

    During
and after the Term of this Agreement, Consultant shall reasonably cooperate with
Company in the defense or prosecution of any claims or actions now in existence
or which may be brought in the future against or on behalf of Company which
relate to events or occurrences that transpired while Consultant was employed by
or affiliated with Company.  Consultant’s cooperation in connection
with such claims or actions shall include, but not be limited to, being
available to meet with counsel to prepare for discovery or trial and to act as a
witness at the request of Company at mutually convenient
times.  During and after the Term of this Agreement, Consultant also
shall cooperate fully with Company in connection with any investigation or
review of any federal, state or local regulatory authority as any such
investigation or review relates to events or occurrences that transpired while
Consultant was employed by or affiliated with Company.

     

    11. Indemnification And
Insurance; Legal Expenses.

     

    Company
shall defend and indemnify Consultant to the fullest extent permitted by law in
effect at the time of the subject act or omission, for acts committed in the
course and scope of this Agreement Consultant will be entitled to the protection
of any insurance policies that Company may elect to maintain generally for the
benefit of similarly situated persons to cover costs, charges and expenses
incurred or sustained by him in connection with any action, suit or proceeding
to which he may be made a party by reason of his being or having been an
officer, director, agent or employee of Company.  

     

     

     

    
      
        
        

      

      
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      If the
Company fails or neglects to defend said action promptly, Consultant, without
limiting any of his rights hereunder, may defend the same and any cost or
expense, including without limitation attorneys’ fees, which he may pay or incur
in defending such action and any settlement or judgment he shall pay shall be
repaid by the Company on demand.

    

     

    12. Arbitration.

     

    The
parties agree that any dispute, controversy or claim, whether based on contract,
tort, statute, discrimination, retaliation, or otherwise, relating to, arising
from or connected in any manner to this Agreement, or to the alleged breach of
this Agreement, or arising out of or relating to Consultant’s affiliation with
Company or termination of such affiliation, shall, upon timely written request
of either party be submitted to and resolved by binding
arbitration.  The arbitration shall be conducted in New York, New
York.  The arbitration shall be conducted before one arbitrator in
accordance with the Commercial Rules of the American Arbitration Association
(“AAA”) in effect at the time the claim or dispute arises, unless other rules
are agreed upon by the parties.  Any claims received after the
applicable/relevant statute of limitations period has passed shall be deemed
null and void.  The award of the arbitrator shall be a reasoned award
with findings of fact and conclusions of law.  Company will pay the
actual AAA costs of arbitration.  Each party will pay its own
attorneys’ fees and other expenses.

     

    13. Representations And
Warranties Of Consultant.

     

    Consultant
represents and warrants to Company that all terms and conditions of this
Agreement shall be kept strictly confidential.  Consultant represents
and warrants to Company that it is under no contractual or other restriction
which is inconsistent with the execution of this Agreement, the performance of
duties hereunder or the other rights of Company hereunder.  Consultant
also represents and warrants to Company that the consultants are under no
physical or mental disability that would hinder the performance of their duties
under this Agreement.

     

    14. Miscellaneous.

     

    This
Agreement contains the entire agreement of the parties relating to the subject
matter hereof.  This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to the subject matter
hereof.  No modification or amendment of this Agreement shall be valid
unless in writing and signed by or on behalf of the parties
hereto.  The failure of a party to require performance of any
provision of this Agreement shall in no manner affect the right of such party at
a later time to enforce any provision of this Agreement.  A waiver of
the breach of any term or condition of this Agreement shall not be deemed to
constitute a waiver of any subsequent breach of the same or any other term or
condition.  This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations.  If any provision of this Agreement, or the
application thereof to any person or circumstance, shall, for any reason and to
any extent, be held invalid or unenforceable, such invalidity and
unenforceability shall not affect the remaining provisions hereof or the
application of such provisions to other persons or circumstances, all of which
shall be enforced to the greatest extent permitted by
law.  

     

     

     

    
      
        
        

      

      
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      The
headings in this Agreement are inserted for convenience of reference only and
shall not be a part of or control or affect the meaning of any provision
hereof.  This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Agreement by signing any such
counterpart.  This Agreement may be executed by facsimile or digital
signature and any such signature shall be deemed to be an original for all
purposes hereof.

    

     

     

     

     

     

     

     

     

    [SIGNATURE
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    IN
WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as
of the date first written above.

     

    FABRIC
GROUP, LLC

     

    By: /s/ Daniel
Klaus

    Daniel
Klaus, its Managing Member

    


    CONSULTANTS:

    


    DANIEL
KLAUS

    


    


    By: /s/ Daniel
Klaus

    


    


    LUCAS
MANN

    


    By: /s/ Lucas
Mann

    


    


    FUND.COM
INC.

    


    


    By: /s/ Raymond
Lang

    Raymond
Lang, Its CEO

     

    


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