Employment Agr


    

      Exhibit
        10.8

      


      April
        15,
        2005

      


      Michael
        D. Raeford, Jr.

      432
        Curson Avenue

      Apt.
        No.
        9C

      Los
        Angeles, California 90036

      


      Re:
        Terms
        of Employment

      


      Dear
        Mr.
        Raeford:

      


      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 Metrics 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 $100,000.00 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

      


      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 two point five percent (2.5%) equity
interest
        in the Company.


      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      


      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).

      


      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.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      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/
        Michael D. Raeford, Jr.        

      Michael
        D. Raeford, Jr.

       

       

       

       

      3