Employment Agr - Cassara


    Exhibit
      10.9

    


    January
      1, 2007

    


    Michael
      L. Cassara

    11734
      Wilshire Boulevard, C1203 

    Los
      Angeles, CA 90025

    


    Re:  
      Offer
      and Terms of Employment 

    


    Dear
      Mr.
      Cassara:

    


    We
      are
      pleased to inform you that after careful consideration, FLUID AUDIO NETWORK,
      INC. ("the Company"), makes this offer letter for employment, contingent upon
      satisfactory reference and background checks, in the sole discretion
      of the Company. This letter sets forth the terms of the offer which, if
you
      accept, will govern your employment.

    


    Position;
      Duties. Your
      position will be Senior Vice-President, reporting to the Chief
      Executive Officer of the Company. Your duties and responsibilities will be
      as
      designated by the CEO. Your initial focus will be to increase over-all company
      sales.
      You may be asked to perform other related activities as directed by the
CEO
      as
      well as to work co-operatively with other staff members of the
      Company.

    


    Full
      Time Employment. Your
      start date will be on a mutually agreeable date within
      the first week of January 2007.

    


    Compensation. Your
      compensation will be $80,000.00 per year, paid on a semi-monthly basis,
      consistent with the Company's payroll practices. Your compensation
      will include performance awards of commissions earned on collected
      receivables from the sales you made at a rate of 20% for the first $80,000
      in commissions earned and 10% thereafter. Commission payments are made
      on
      the next, immediate payroll after collections, provided such collections
are
      received within two business days prior to such pay date.

    


    Additionally,
      your compensation package will include participation in the Company's
      employment benefit package which includes full-paid health, life, dental
      and vision medical insurance, subject to certain deductibles and co-pays.
You
      will
      be entitled to ten days' paid vacation, five sick days and six personal
days,
      for
      each year of full employment. This employment benefit package may be
      amended by the Company from time to time, at the Company's option with
either
      increases or decreases to them.

    


    
      
         

      

      
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    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/
      Michael L. Cassara        

    Michael
      L. Cassara

     

     

     

     

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