Employment Agr - Parks


    Exhibit
      10.10

    


    March
      21,
      2005

    


    Steve
      T.
      Parks

    6331
      Orange St., #308

    Los
      Angeles, California 90048

    


    Re:
      Terms
      of Employment 

    


    Dear
      Mr.
      Parks:

    


    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 VICE PRESIDENT to the Company
      reporting to the Chief Operating Officer of the Company. Your duties
      and responsibilities will be as designated by the Company, including,
      but not by way of limitation, production and software project management,
      as well as those duties that may be specified and assigned by
      the
      CEO of Company, from time to time.

    


    Full
      Time Employment. The
      employment term will begin on March 21, 2005.

    


    Compensation. Your
      compensation will be $72,500.00 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 one-time performance, pre-tax incentive
      bonus, predicated upon the successful launch of the American Idol
      Underground radio platform, the terms of which are as follows:

    


    (1)
      Phase
      1: The bonus payment in the sum of $2,500.00 shall be paid to you
      if
      the initial launch occurs no later than August 15, 2005; and,


    
      
         

      

      
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    (2)
      Phase
      2: The bonus payment in the sum of $3,500.00 shall be paid to you
      if
      the initial launch occurs no later than October 1, 2005.

    


    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 reason 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, which 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 solicit or 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 obligations
      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). 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 cost from the non-prevailing party. In the event
      a
      dispute does arise, 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,
      California.

     

    
      
         

      

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

    


    Yours
      truly,

    


    FLUID
      AUDIO NETWORK, INC.

    


    By:
      /s/ Justin F. Beckett        

    Justin
      F.
      Beckett

    CEO

    


    Agreed
      and Accepted:

    


    /s/
      Steve T. Parks        

    Steve
      T.
      Parks

     

     

     

     

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