Employment Agr - Williams


    Exhibit
      10.11

    


    April
      15,
      2005

    


    James
      Williams

    6483
      Hunter Road

    Corona,
      California 92880

    


    Re:
      Terms
      of Employment

    


    Dear
      Mr.
      Williams:

    


    We
      are
      pleased to inform you that Fluid Audio Network, Inc. ("Company") has
decided
      to make you this offer of employment. This letter sets forth the terms of
the
      offer
      which, if you accept, will govern your employment.

    


    Position;
      Duties. Your
      position will be Chief Technical Officer to the Company,
      reporting to the CEO of the Company. Your duties and responsibilities
      will be as designated by the Company including, but not by way of limitation,
      strategic analysis and financial projections regarding website optimization,
      as well as those duties that may be specified and assigned by the CEO
      of
      the Company, from time to time.

    


    Full
      Time Employment. The
      employment term will begin on April 15, 2005.

    


    Compensation. Your
      compensation will be $125,000.00 a year, prorated for payment
      twice monthly consistent with the Company's payroll practices. Your package
      will include participation in the health and other benefit plans of the Company
      pursuant to their terms as may be amended by the Company from time to time.
      You
      will be entitled to two weeks' paid vacation (equivalent of ten (10) business
      days) for each year of full employment.

    


    Additionally,
      you will be entitled to a performance, pre-tax incentive bonus in the
      sum
      of $10,000.00, predicated upon the successful launch of the American
Idol
      Underground platform, provided you meet certain terms and
      conditions, which
      are
      as follows:

    


    (1) The
      sum
      of $5,000.00 shall be paid to you if the initial launch occurs
      no
      later than August 15, 2005; and,


    
      
         

      

      
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    (2) The
      sum
      of $5,000.00 shall be paid to you if the formal launch occurs
      no
      later than October 1, 2005.

    


    Stock
      Options. As
      a
      senior member of the Company's management team, you
      will
      also be entitled to participate in the Company stock option plan, the details
      of
      which will be determined the Company's Board of Directors. It is anticipated
      that you will be able to acquire a three percent (3%) equity interest in
the
      Company.

    


    Employment
      at Will. Our
      employment relationship is terminable at will, which
      means that either you or the Company may terminate your employment at
      any
      time, and for any reasons or for no reason.

    


    Confidentiality
      and Invention Assignment Agreement. You
      will
      be subject to the
      Company's Proprietary Information and Inventions Agreement, which is enclosed
      with this letter and must be signed and returned by you before any employment
      relationship will be effective.

    


    Certain
      Acts. During
      employment with the Company, you will not do anything to
      compete with the Company's present or contemplated business, nor will you
plan
      or
      organize any competitive business activity. You will not enter into any
      agreement that conflicts with your duties or obligations to the Company. You
      will
      not
      during your employment or within one (1) year after it ends, without the
Company's
      express written consent, directly or indirectly solicitor encourage any
employee,
      agent, independent contractor, supplier, customer, consultant or any
other
      person or company to terminate or alter a relationship with the
      Company.

    


    No
      Inconsistent Obligations. You
      represent that you are aware of no obligation, legal
      or
      otherwise, inconsistent with the terms of this Agreement or with your
      undertaking employment with the Company. You will not disclose to the
Company,
      or use, or induce the Company to use, any proprietary information or
trade
      secrets of others. You represent and warrant that you have returned all
      proprietary and confidential information belonging to all prior
      employers.

    


    Miscellaneous. Upon
      your
      acceptance, this letter will contain the entire agreement
      and understanding between you and the Company and supersedes any
      prior
      or contemporaneous agreements, understandings, term sheets, communications,
      offers, representations, warranties, or commitments by or on behalf
      of
      the Company (oral or written).


    
      
         

      

      
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    The
      terms
      of your employment may in the future be amended, but only by writing and which
      is signed by both you and, on behalf of the Company, by a duly authorized
      executive officer.

    


    In
      making
      this offer, we are relying on the information you have provided us about
      your background and experience, including any information provided us
in
      any
      Employment Application that you may have submitted to us.

    


    The
      language in this letter will be construed as to its fair meaning and not
      strictly for
      or
      against either of us.

    


    The
      party
      prevailing in any dispute between us shall be awarded reasonable attorney's
      fees
      and costs from the non-prevailing party.

    


    In
      the
      event a dispute arises, this letter, including the validity, interpretation,
      construction
      and performance of this letter, shall be governed by and construed in
      accordance with the substantive laws of the State of California. Jurisdiction
      for
      resolution of any disputes shall be solely in Los Angeles County, Los
Angeles,
      California.

    


    If
      these
      terms are acceptable, please sign in the space provided below and return
this
      letter to us. Again, we are very excited to have you join the
      Company.

    


    Yours
      truly,

    


    FLUID
      AUDIO NETWORK, INC.

    


    By:
      /s/ Justin F. Beckett        

    Justin
      F.
      Beckett

    Title:
      CEO

    


    Agreed
      and Accepted:

    


    


    /s/
      James Williams        

    James
      Williams

     

     

     

     

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