Employment Agr


    Exhibit
      10.7

    


    February
      21, 2006

    


    David
      Williams

    P.O.
      Box
      6196

    Lakewood,
      CA 90714

    


    Re:
      Offer
      and Terms of Employment 

    


    Dear
      Mr.
      Williams:

    


    We
      are
      pleased to inform you that after careful consideration, FLUID AUDIO
      NETWORK, INC., 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 Financial Officer, reporting to the
      Chief
      Executive Officer of the Company. Your duties and responsibilities
      will be as designated by the Company, with an initial focus on
      (i)
      Consultant shall provide Chief Financial Officer services consisting of
the
      following, as well as performing other related activities as directed by the
      CEO
      or his representative(s), including, but not by way of limitation:

    


    1.
      Day to
      day accounting and reporting;

     

    2.
      Complex financial analysis;

     

    3.
      Responsibility for monthly financial statements (income statements,
      balance sheets, cash flow statements, reports for government
      regulatory agencies) and other related management
      reports;

    


    
      
        
        

      

      
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    4.
      Participate in the development of short and long-range goals and objectives
      for
      the Company and accounting and financial functions;

    


    5.
      Lead
      the
      preparation and coordination of the budget and financial
      projections;

    


    6.
      Working
      with auditors and tax advisors;

    


    7.
      Tax
      filings;

    


    8.
      Banking
      relations and cash management;

    


    9.
      Manage
      the accounts payable, accounts receivable, and contract administration
      functions;

    


    10.
      Present monthly reports to senior management regarding historical performance,
      auditing, budgeting, investments, information technology, asset and risk
      management; and,

    


    11.
      Assure compliance with GAAP and government regulations,
      including keeping up with and assuring timely compliance with local, state,
      and
      national requirements.

    


    Full
      Time Employment. The
      employment term will begin on February 27, 2006.

    


    Compensation.
      Your
      compensation will be $130,000.00 a year (i.e., $10,833.34
      per month, paid one-half, twice monthly consistent with the Company's
      payroll practices).

    


    Additionally,
      your compensation will consist of an amount equal to seven per
      cent
      (7%) of your annual salary, payable on terms and conditions to be mutually
      defined and agreed upon within the first sixty (60) days of your employment
      with
      Company.

    


    Finally,
      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-week's paid vacation
      (equivalent of 10 business days) for each year of full employment.

    


    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.

    


    
      
        
        

      

      
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    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/
      David Williams        

    David
      Williams

     

     

     

     

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