Employment Agr - Kovacevic


    Exhibit
      10.12

    


    March
      9,
      2007

    


    Dragan
      Kovacevic

    


    Re:
      Offer
      of Employment

    
      
        

      

    

    


    Dear
      Dragan:

     

    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 Technology Officer, reporting to the Chief Executive
      Officer of the Company.
      Your
      duties and responsibilities will be
      as
      designated by the Company. Your title may be modified to Chief Information
      Officer or a comparable title.

    


    Full
      Time Employment.
      The
      employment term will begin no later than May 1, 2007.

    


    Compensation.
      Your
      compensation will be $142,500.00 a year, paid twice monthly
      consistent with the Company's payroll practices. You will be eligible for
a
      bonus
      of up to 25% of your annual compensation, the terms of which will be mutually
      determined within 60 days following your start date. 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 10 business days)
for
      each
      year of full employment. In addition, you will be granted 100,000 stock
      options.

     

    You
      will
      also receive reimbursement for relocation, up to $3,000.

    


    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. In the event that your employment with Fluid
      Audio Network, Inc. is terminated without cause, you will receive a severance
      payment in the amount equal to three months of your annual salary; by
      accepting this three month severance package, you agree to provide transitional
      management support during the three month period following your
      termination.

    



    
      
        
        

      

      
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    Confidentiality
      and Invention Assignment Agreement.
      You will
      be subject to the Company's Proprietary Information and Inventions Agreement,
      which you may
      have
      already signed or 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.

    


    
      	
              Dated:
                March 09, 2007

            	 	
              Fluid
                Audio Network, Inc.

            
	 	 	 
	 	
              By:

            	
              /s/
                Justin Beckett 
                

              

            
	 	 	
              Justin
                Beckett

              CEO

            
	 	 	 
	
              Dated:
                March 09, 2007

            	 	
              /s/
                Dragan Kovacevic 
                

              

            
	 	 	
              Dragan
                Kovacevic

            


    

    


     

     

     

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