Exhibit 10.9

                              EMPLOYMENT AGREEMENT

THIS  AGREEMENT is made on the FIRST day of JANUARY in the year TWO THOUSAND AND
SEVEN BETWEEN:

JOSE MATHEW MELETH of LORCRISUR 4-2A, MARBELLA 29670, SPAIN ("the Employee") AND

TALLY-HO VENTURES,  INC., a company  incorporated under the laws of the State of
Delaware,  with file number 3594839 and having its registered office at 3422 Old
Capitol Trail Suite 584, Wilmington,  New Castle 19808, Delaware, USA and having
its  administrative  office at 115 Route D' Arlon,  L-8311 Capellen,  Luxembourg
("the Company"), AND

WITNESSETH:

WHEREAS,  TALLY-HO VENTURES,  INC. and its subsidiaries (together referred to as
"the  Company")  are engaged in the business of providing  investment  advise to
individuals and institutions; and

WHEREAS,  the Company  employs and desires to  continue  the  employment  of the
Employee for the purpose of securing for the Company the experience, ability and
services of the Employee; and

WHEREAS,  the  Company,  its  shareholders  and  management  considers  that the
Employee  has  played a key role in  establishment  of a strong  asset  base and
financial structure for the Company and continued  employment of the Employee is
a vital aspect for the successful operation of the Company; and

WHEREAS,  the  Employee  desires to  continue  his present  employment  with the
Company pursuant to the terms and conditions  herein set forth,  superseding all
prior oral and written employment agreements and term sheets and letters between
the Company, its subsidiaries and/or predecessors and Employee;

NOW,  THEREFORE,  it is mutually  agreed by and  between  the parties  hereto as
follows:

I. DEFINITIONS

I. (a) In this agreement the following terms shall mean:

I. (a) (1) ACCRUED  COMPENSATION means an amount which shall include all amounts
earned  or  accrued  through  the  Termination  Date  but  not  paid  as of  the
Termination  Date,  including (i) Base Salary,  (ii)  reimbursement for business
expenses  incurred  by the  Employee on behalf of the  Company,  pursuant to the
Company's  expense  reimbursement  policy  in  effect  at such  time,  (iii) car
allowance,  (iv)  discretionary  time and  vacation  pay,  and (v)  bonuses  and
incentive  compensation earned and awarded prior to the Termination Date; I. (a)
(2) ASSOCIATED  COMPANY means a subsidiary  company or a holding  company of the
Company;

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I. (a) (3) BASE  SALARY  shall mean the  greater of the  Employee's  annual base
compensation  (i) at the rate in effect on the  Termination  Date or (ii) at the
highest  rate in effect at any time during the ninety (90) days period  prior to
the  Termination  Date or a Change in Control,  and shall include all amounts of
his base compensation that are reported as income; provided however, Base Salary
shall not include the bonus or any other payment contingent on performance. Base
Salary  shall be paid to the  Employee  in  regular  instalments  on each of the
Company's regular pay dates for executives.

I (a) (4) The BOARD means the board of directors of the Company;

I (a) (5) Unless  otherwise  specifically  defined,  the word DIRECTOR,  for the
purpose of this agreement,  means a member of the Board who is duly empowered by
the Board to represent the Company;

I (a) (6) DISABILITY shall mean a physical or mental infirmity which impairs the
Employee's  ability to  substantially  perform his duties with the Company for a
period of ninety (90) consecutive days, and the Employee has not returned to his
full time employment  prior to the Termination  Date as stated in the "Notice of
Termination" (as defined below).

I (a) (7) HOLIDAY YEAR means each  calendar  year from January to the  following
December;

I (a) (8) INCAPACITY means any injury,  illness, or similar cause preventing the
Employee from attending to his duties.

I (a) (9) NOTICE OF TERMINATION shall mean a written notice from the Company, or
the Employee,  of termination of the Employee's  employment  which indicates the
specific termination  provision in this Agreement relied upon, if any, and which
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for  termination  of the  Employee's  employment  under the  provision  so
indicated;  A Notice of  Termination  served by the  Company  shall  specify the
effective date of termination.

I (a) (10) TERMINATION DATE shall mean (i) in the case of the Employee's  death,
his date of  death;  (ii) in the case of  termination  of  employment  after the
expiration  date, the last day of employment;  and (iii) in all other cases, the
date  specified  in  the  Notice  of  Termination;  provided,  however,  if  the
Employee's employment is terminated by the Company for any reason except a cause
as per Clause IX (a), the date specified in the Notice of  Termination  shall be
at least ninety (90) days from the date the Notice of Termination,  and provided
further that in the case of Disability,  the Employee shall not have returned to
the  full-time  performance  of his duties during such period of at least ninety
(90) days.

II. TERM OF APPOINTMENT

II (a) It shall be deemed that the term of employment as per this  agreement has
begun on the January 1, 2007 and the  employment  shall  continue for an initial
term of five (5) years which shall be automatically  renewed for another term of
two (2) years  thereafter,  unless  either  party gives to the other ninety (90)
days notice  terminating the employment if not earlier  terminated in accordance
with the provisions of Clause IX.

II (b) Any past period of employment  prior to the date of  commencement  as per
this  agreement  shall not be  considered  for  calculating  the initial term or
subsequent  term as per Clause II (a) or for any  perquisites  unless  expressly
provided otherwise.

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III. DUTIES

The Employee shall:

III (a) carry out the duties and use the powers given to him by the Board in his
capacity as the positions held by him as per Clause III (b);

III (b) hold the positions of CHIEF FINANCIAL  OFFICER,  TREASURER,  SENIOR VICE
PRESIDENT AND COMPANY'S SECRETARY and any other powers conferred and or inferred
by the General Corporation Law of State of Delaware;

III (c) for all purposes be considered as an authorised signatory of the Company
and the  relationship  between the parties  herein shall be that of employer and
employee  and  during  the  term of the  employment  as per this  agreement  the
Employee shall be an Officer of the Company;

III (d) have overall  control of the  management  of finance and accounts of the
Company and any Associated Company;

III (e) work  during  the  working  hours and  further  hours as are  reasonably
required for the proper discharge of his duties without additional payment;

III (f)  devote the whole of his time to the  business  of the  Company  and any
Associated Company unless prevented by incapacity;

III (g)  promote and  develop  the  business  of the Company and any  Associated
Company and comply and conform to all reasonable  requests and directions of the
Board;

III (h) work anywhere in the world as the Board may reasonably require of him to
perform his duties towards the Company and any Associated  Company provided that
if the Company requires the Employee to work at a place that necessitates a move
for the proper performance of the Employees duties and powers, the Company shall
pay all reasonable removal expenses of the move;

III (i) travel to any places of business for matters associated with business of
the Company and any  Associated  Company;  all such travel  shall be at the sole
cost and expense of the Company; all lodging and food costs incurred by Employee
while travelling and/or conducting business at the Company's operational offices
shall be paid by the Company;

III (j) accept any  appointment  as an officer of the Company and any Associated
Company as the Board directs;

III (k) unless  instructed  otherwise,  in good faith,  make his best efforts to
perform his duties and devote his attention to the affairs of the Company.

IV COMPENSATION

IV (a) The Company  shall pay the Employee an annual salary of three hundred and
thirty thousand US dollars ($330,000.00) by equal monthly instalments in arrears
on the last day of each month. The salary shall accrue on a daily basis.

IV (b) The Board (or its  Compensation  Committee if one is in place at the time
of such review) shall review the Employee's  salary during the month of December
of every year to revise the salary upwards  subject to a minimum of 10% increase
per year.

IV (c) In addition,  the Company  shall pay the Employee an annual bonus of 2.5%
of net profits,  as defined below, in respect of each of the Company's financial
year during  which it employs the Employee as an officer of the Company and such
bonus shall be paid to the Employee by cash or by fully paid bonus shares of the
Company  each  valued  at the  market  price  on the  last  day of the  relevant
financial year to which the bonus share belongs to.

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VI (d) The Company  shall issue to the  Employee,  as an  incentive  to join the
company,  200,000  common stock shares,  which shares shall be restricted  under
section 144 of the  Securities Act 1933. The Employee  hereby  acknowledges  the
receipt of 200,000 shares as per this agreement.

IV (e) If the  Employment as per this  agreement  continues for only part of the
Company's financial year, the bonus will be calculated on a pro rata basis.

IV (f) The net  profit  figure is to be  calculated  as the net  profits  of the
Company  and  any  Associated   Company  before  the  deduction  of  income  and
corporation tax shown in the audited accounts adjusted by:

IV (f) (1)  deducting  an  amount  equivalent  to the  capital  profits  for the
financial year;

IV (f) (2) adding the amount  equivalent to the capital losses for the financial
year and

IV (f) (3) adding the amount  equivalent to the estimated  bonus of the Employee
calculated by the provisions of this Clause in preparing the audited accounts.

IV (g) The Company's auditors shall calculate the net profits and shall promptly
report in writing to the Board (or to the Compensation  Committee thereof if one
is in place at the time of review).


IV (h) The  auditors'  calculation  shall be  binding  on the  Employee  and the
Company.

IV (i) The bonus  shall be paid  within 30 days  after the date of the  auditors
report.

IV (j) The Company may deduct from the Employee's salary or bonus any money that
the Employee owes to the Company.

IV (k) The  Employee  shall  sign a receipt  for any  amount  received  from the
Company on account of salary, bonus or re-imbursement or compensation.

IV (l) Any tax or levy that becomes due on the income of the  Employee  shall be
the sole  responsibility of the Employee and any tax deducted at source shall be
considered as payments made to the Employee.

IV (m) Any unpaid part of the salary,  bonus or other form of compensation shall
become due on the date it became  accrued and shall be  accounted as a liability
to the Employee in the accounts of the Company.

V. SICKNESS

V (a) If the Employee is absent from work due to  incapacity,  the Company shall
continue to pay the Employee for a period of 6 weeks.

V (b) If the  Employee  receives  any  statutory  sick  pay or  social  security
benefits  while the Company  continues to pay him, he shall either pay back such
benefits to the Company or give credit to the Company for such money received.

V (c) If the  Employee  is absent from work due to an  incapacity  caused by the
actionable  negligence  of another,  the Employee  shall notify the Board of the
details. He shall include within any claim arising there from the money that the
Company  has paid to him by reason of the  absence  and pay to the  Company  any
money  recovered  that  represents  the money paid to him by the Company for the
absence.

VI. HOLIDAY ENTITLEMENT AND OTHER PERQUISITES

VI (a) The Employee  may take in addition to the usual public and bank  holidays
six (6) weeks paid holiday in each holiday year.

VI (b) The Employee  shall give four (4) weeks notice  before taking any holiday
entitlement and shall not take more than three consecutive weeks.

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VI (c) The Employee  shall not take holiday at times when it conflicts  with his
duties under the Agreement.

VI (d) The Company  shall not  require  that the  Employee  works on any bank or
public holiday.

VI (e) Upon the  termination of his employment,  the Employee's  accrued holiday
entitlement  will be calculated on a pro rata basis in respect of each completed
month of service of the holiday year in which the employment  terminates and the
appropriate  amount shall be paid to the Employee  provided that he has taken no
more than his  accrued  entitlement.  If the  Employee  has taken  more than his
accrued  entitlement,  the Company may make an  appropriate  deduction  from the
Employee's final salary payment.

VI (f) The Company shall  provide an automobile  for the use of the Employee not
to exceed a lease payment of one thousand US dollars  ($1,000.00) per month plus
pay  Employee  such amount of cash as is necessary to enable the Employee to pay
all taxes and insurance associated with such automobile  allowance.  The Company
shall reimburse  Employee,  upon presentation of appropriate  vouchers,  for all
reasonable  business expenses incurred by Employee on behalf of the Company upon
presentation of suitable  documentation.  Upon  termination of employment as per
this  agreement  the  Employee  shall  become the owner of the vehicle and shall
become liable to pay the leases and taxes.  In the event of the Employee opts to
obtain an  automobile  with a higher  lease  payment  than  approved as per this
Clause,  payment  by  the  Company  over  and  above  one  thousand  US  dollars
($1,000.00) shall be deducted from the remuneration of the Employee.

VII. CONFIDENTIALITY

VII (a) The  Employee  shall not, at any time during or five (5) years after the
termination  of his  employment  hereunder,  except when acting on behalf of and
with the  authorization  of the Company,  make use of or disclose to any person,
corporation,  or other entity, for any purpose  whatsoever,  any trade secret or
other  confidential  information  concerning the Company's  business,  finances,
marketing,  computerized payroll, accounting and information business, personnel
and/or employee leasing business of the Company and its subsidiaries,  including
information  relating  to any  customer  of the  Company  or pool  of  temporary
employees,  or any other non-public  business  information of the Company and/or
its  subsidiaries  learned as a consequence  of Employee's  employment  with the
Company  (collectively  referred to as the "Proprietary  Information").  For the
purposes of this Agreement,  trade secrets and  confidential  information  shall
mean  information  disclosed to the Employee or known by him as a consequence of
his employment by the Company,  whether or not pursuant to this  Agreement,  and
not  generally  known in the  industry.  The  Employee  acknowledges  that trade
secrets and other items of confidential information, as they may exist from time
to time,  are valuable  and unique  assets of the Company and at all times shall
remain the property of the Company and that  disclosure of any such  information
would cause substantial injury to the property of the Company. Trade secrets and
confidential  information  shall  cease  to be  trade  secrets  or  confidential
information,  as  applicable,  at such time as such  information  becomes public
other than through disclosure,  directly or indirectly, by Employee in violation
of this Agreement.

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VII (b) If the Board  makes a request and in any event upon the  termination  of
the  Agreement,  the Employee  shall  surrender  to the Company all  proprietary
information and all notes and memoranda related thereto together with any copies
thereof that are in his possession and relate to the business of the Company and
any Associated  Company or any  suppliers,  agents,  distributors,  or customers
acquired,  received or made by the Employee at any time during the course of his
employment.

VII (c) The Employee  shall not without the prior  written  consent of the Board
either directly or indirectly:

VII (c) (1) publish any opinion, fact or material;

VII (c) (2) deliver any lecture or address;

VII  (c) (3)  participate  in the  making  of any  film,  radio,  broadcast,  or
television transmission;

VII (c) (4) communicate with any journalist or other representative of the media
in  relation  to the  business  or affairs  of the  Company  and any  Associated
Company.

VIII. INTELLECTUAL PROPERTY

The Employee shall:

VIII (a)  promptly  disclose  to the  Company all  copyright  works,  designs or
patented works originated,  conceived, written or made by him or in which he has
participated with others when completed or in a marketable form;

VIII (b) shall hold all copyrights and patents (for purposes of this  agreement,
patent  applications  shall be  included in the term patent or patents) in trust
for the Company  until such rights shall be fully and  absolutely  vested in the
Company;

VIII (c) assigns to the Company by way of future  assignment  all design rights,
copyrights,  patents and other  intellectual  property rights (if any) for their
full terms  throughout the world in respect of all copyright  works,  designs or
patentable works originated, written or made by the Employee;

VIII (d) unconditionally and irrevocably waives in favour of the Company any and
all moral rights  conferred on him by and copyright,  designs and patent law for
any work in which copyright, patent or design right is vested in the Company;

VIII (e) at the request and cost of the Company, do any and all things necessary
or desirable to substantiate  the rights of the Company under this Clause and in
the event of his failure to do any such thing  within  seven days of the request
the Employee hereby irrevocably authorises the Company to appoint some person in
his name and on his behalf to execute any document  and do all things  necessary
to give effect to the  provisions in this Clause  provided that nothing will not
apply  to those  works  originated,  conceived,  written  or made by him  wholly
outside  his  normal  working  hours and which are wholly  unconnected  with his
obligations under the Agreement.

IX. TERMINATION OF EMPLOYMENT

IX (a)   If the Employee:

IX (a) (1) is guilty of any gross default or  misconduct  in connection  with or
affecting the business of the Company and any Associated Company;

IX (a) (2)  commits a serious  breach or  repeatedly  breaches  the terms of the
Agreement;

IX (a) (3) is declared  bankrupt or makes an arrangement or composition with his
creditors or has an interim  order made against him by any courts in any country
where the Company has a place of business or legal presence;

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IX (a) (4) is  convicted  of any  arrestable  criminal  offence  (other  than an
offence  under  any  road  traffic   legislation  for  which  a  fine  or  other
non-custodial  sentence was passed) under the laws of any jurisdiction where the
Company has a place of business;

IX (a) (5) is disqualified from holding the office of Employee due to any mental
illness;

IX (a) (6) is convicted of an offence under the Securities Act 1933, as amended,
or the  Securities  Exchange  Act of 1934,  as  amended,  rules and  regulations
promulgated  thereunder or under any other present or future statutory enactment
or regulations relating thereto;

IX (a) (7) resigns as a director of the Company and any Associated Company other
than at the request of the Board;  the Company may terminate  the  employment of
the Employee without notice or payment in lieu of notice.

IX (b) Upon the termination of the employment the Employee shall:

IX (b) (1) resign from all the offices held by the Employee on the basis of this
Agreement  and,  in the event of his  failure to do so,  shall be deemed to have
authorised the Company to appoint a person in his name and on his behalf to sign
and deliver his  resignation to the Company and any Associated  Company of which
he is a director or an officer; and

IX (b) (2) cease to  represent  or hold himself out as a director of the Company
and any Associated Company or otherwise still connected with them.

IX (b) (3) however, sub-clause IX (c) (1) and (2) shall not be applicable to any
independent  consultancy  agreement or services agreement between the Company or
its subsidiaries and the Employee.  Such agreements shall be administered as per
the terms and conditions contained on such agreement.

IX (c) If the Company gives the Employee  notice  terminating  the employment at
any time  during the initial  term for a reason  other than those  specified  in
Clause IX (a), the Employee shall be entitled for a consolidated compensation in
cash of 200% of the full  remuneration  for the rest of the initial  term except
any perquisites,  allowances and future bonuses that he might have been eligible
if his services were not  terminated  together  with  immediate  eligibility  to
exercise  share  options  (if any) as per  Clause  XII at the face value of such
shares opted,  and such  compensation in cash and in shares based on exercise of
options shall be the full and final  settlement of the  compensation for loss of
employment, loss of future bonuses and any other losses of whatsoever nature due
to termination of employment.

IX (d) If the Company  terminates the services of the employee after the initial
term but  before  the  second  term as per  Clause II (a) by giving  notice  for
non-renewal  of the  contract of  employment  which is  otherwise  automatically
renewable  for a term of two (2) years,  the  Employee  shall be eligible  for a
consolidated  compensation  of one  full  year's  salary  as on  the  day of the
termination and the Employee shall continue to be eligible for the 2.5% bonus as
if he was continued in the employment for the full renewed term.

IX (e) In the event of the Employee  terminates the employment,  he shall not be
eligible for any  compensation and shall not be eligible for any future bonuses;
but shall not be liable to  indemnify  the Company for any losses  caused due to
his  departure,  unless the Employee  otherwise  becomes  liable on the basis of
violation  of any other  Clauses  contained  herein.  However,  if the  Employee
terminates  the  employment  due to the  Change in Control or is due to the fact
that any  powers  vested  in him has been  removed,  such  termination  shall be
considered as  termination  under Clause IX (c) and shall be eligible to receive
all benefits as per that Clause.

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IX (f) Any  outstanding  liabilities  as per  Clause  IV (l)  together  with any
compensation payable as per this Clause shall be paid with immediate effect upon
termination  of the employment by either party and any unpaid amount shall carry
interest at the rate of 5% per annum.

IX (g) Either party is at liberty to set off any liabilities outstanding between
them from the  amounts  that  become  outstanding  as payable to the other party
during or after the term of this agreement.

IX (h) In the event of  violation by the  Employee of any  conditions  contained
herein,  specifically  as per Clauses VII and VIII or generally as per any other
Clauses, any amount outstanding as payable to the Employee shall be forfeited as
consolidated  damages and the Employee  shall not have any claims of  whatsoever
nature against the Company.

X. RESTRUCTURING

X (a) The Board has determined that it is appropriate to reinforce and encourage
the continued  attention and dedication of members of the Company's  management,
including  the  Employee,  to  their  assigned  duties  without  distraction  in
potentially disturbing circumstances arising from the possibility of a Change in
Control of the Company.

X (b) Changes in Control mean any of the following events:

X (b) (1) An  acquisition,  other than directly from the Company,  of any voting
securities of the Company, by any person immediately after which such person has
beneficial  ownership,  within the meaning of Rule 13d-3  promulgated  under the
Securities Exchange Act 1934, as amended,  (the "Exchange Act")of twenty percent
(20%) or more of the combined  voting power of the  Company's  then  outstanding
voting securities;  provided,  however,  that in determining whether a Change in
Control has  occurred,  voting  securities  which are acquired in a  non-control
acquisition  shall not constitute an  acquisition  which would cause a Change in
Control. A non-control  acquisition shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part  thereof)  maintained by (a) the Company
or (b) any  corporation  or other person of which a majority of its voting power
or its equity  securities or equity  interest is owned directly or indirectly by
the Company or Associated Company.

X (b) (2) Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely  because a person gained  beneficial  ownership of more than the
permitted  amount  of the  outstanding  voting  securities  as a  result  of the
acquisition of voting securities by the Company which, by reducing the number of
voting  securities  outstanding,  increases  the  proportional  number of shares
beneficially  owned by the person,  provided  that if a Change in Control  would
occur (but for the operation of this sentence) as a result of the acquisition of
voting  securities  by the  Company,  and after  such share  acquisition  by the
Company,  the person  becomes  the  beneficial  owner of any  additional  voting
securities  which  increases  the  percentage  of the  then  outstanding  voting
securities  beneficially  owned by the  person,  then a Change in Control  shall
occur.

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X (b) (3) The individuals  who, as of the date this Agreement is approved by the
Board, are members of the Board (the "Incumbent Board"), cease for any reason to
constitute at least  two-thirds  of the Board;  provided,  however,  that if the
election, or nomination for election by the Company's  stockholders,  of any new
director was approved by a vote of at least  two-thirds of the Incumbent  Board,
such new director  shall,  for purposes of this  Agreement,  be  considered  and
defined as a member of the  Incumbent  Board;  and  provided,  further,  that no
individual  shall  be  considered  a  member  of the  Incumbent  Board  if  such
individual  initially  assumed  office  as a  result  of  either  an  actual  or
threatened  Election Contest,  as described in Rule 14a-11 promulgated under the
1934 Act or other actual or threatened solicitation of proxies or consents by or
on behalf of a person other than the Board, including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest; or

X (b) (4) Approval by stockholders of the Company of:

X (b) (4) (i) A merger,  consolidation or reorganization  involving the Company,
unless:  (a) the  stockholders of the Company,  immediately  before such merger,
consolidation  or  reorganization,   own,  directly  or  indirectly  immediately
following such merger,  consolidation or reorganization,  at least sixty percent
(60%) of the combined voting power of the outstanding  voting  securities of the
corporation  resulting from such merger or consolidation or reorganization  (the
"Surviving Corporation") in substantially the same proportion as their ownership
of the voting  securities  immediately  before  such  merger,  consolidation  or
reorganization,  (b) the  individuals  who were members of the  Incumbent  Board
immediately  prior to the execution of the agreement  providing for such merger,
consolidation or reorganization constitute at least two-thirds of the members of
the board of directors  of the  Surviving  Corporation,  and (c) no person other
than the Company, any Subsidiary, any employee benefit plan or any trust forming
a part thereof  maintained  by the Company,  the  Surviving  Corporation  or any
Subsidiary  becomes  beneficial  owner of  twenty  percent  (20%) or more of the
combined voting power of the Surviving  Corporation's  then  outstanding  voting
securities  as a result  of such  merger,  consolidation  or  reorganization,  a
transaction  described in Clauses (a) through (c) shall herein be referred to as
a "Non-Control Transaction"; or

X (b) (4)  (ii)  An  agreement  for the  sale  or  other  disposition  of all or
substantially  all of the assets of the  Company,  to any  Person,  other than a
transfer  to  a  Subsidiary,   in  one   transaction  or  a  series  of  related
transactions; or

X (b) (4) (iii) The stockholders of the Company approve any plan or proposal for
the liquidation or dissolution of the Company.

X (c) Notwithstanding  anything contained in this Agreement to the contrary,  if
the  Employee's  employment is  terminated  prior to a Change in Control and the
Employee reasonably demonstrates to the satisfaction of the Board there in place
that such  termination (i) was at the request of a third party who has indicated
an intention or taken steps reasonably  calculated to effect a Change in Control
or (ii) otherwise  occurred in connection  with, or in anticipation of, a Change
in Control,  then for all  purposes of this  Agreement,  the date of a Change in
Control with respect to the Employee  shall mean the date  immediately  prior to
the date of such termination of the Employee's employment.

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X (d) In the event  that  within  ninety  (90) days of a Change  of  Control  as
described in Clause X (b), (1) Employee is terminated,  or (2) Employees status,
title,  position or responsibilities  are materially reduced,  the Company shall
pay and/or provide to the Employee the  consolidated  compensation as per Clause
IX (c) together with any accumulated  compensation or liabilities outstanding as
payable to the Employee and issue to the Employee  freely tradable shares at the
rate of $0.001  being  face value of the shares  subject to the  condition  that
after  issuing such shares,  the total  shareholding  of the Employee  shall not
exceed  five  percent  (5%) of the  total  number  of the  issued  shares of the
Company.

X (e) The Company  shall not either  through the Board or by a resolution of the
shareholders  materially  alter any of the provisions of this Agreement  without
the written consent of the Employee and any such alteration  shall be considered
as termination of the employment as per Clause IX (c) or IX (d) and the Employee
shall become eligible for the compensations as per the said Clauses.

XI. ARBITRATION

XI (a)  Any  dispute  arising  out of the  interpretation,  application,  and/or
performance of this Agreement with the sole exception of any claim,  breach,  or
violation  arising  under  Clauses VII and VIII hereof shall be settled  through
final and binding  arbitration  before a single  arbitrator  who is approved and
licensed in accordance with the Rules of the American  Arbitration  Association.
The  arbitrator   shall  be  selected  by  the   Association  and  shall  be  an
attorney-at-law experienced in the field of corporate law. Any judgment upon any
arbitration  award  may be  entered  in any  court,  federal  or  state,  having
competent  jurisdiction of the parties.  The venue of the  arbitration  shall be
within the city of New York.

XII. STOCK OPTIONS

XII As an inducement to Employee to enter into this Agreement the Company hereby
grants as of January 1, 2007,  to  Employee  options to  purchase  shares of the
Company's Common Stock of $.001 par value, as follows:

XII (a) The Company  declares  that the  Employee is hereby  granted  options to
purchase  400,000  shares of the Company's  Common Stock as if such options were
issued as of December 31, 2005 and an option to purchase additional 50,000 share
options for every completed year during the term of the employment.  Any options
not  exercised  shall be  accumulated  until  the end of the  term and  shall be
available  for exercise  until the  completion of 365 days from the last date of
the term of this agreement and shall be lapsed on the following day.

XII (b) The  exercise  price of the option  shall be the lowest  price per share
quoted in a  recognized  stock  exchange  during the calendar  year  immediately
preceding the date of qualifying for the options.  However,  if this  employment
agreement is terminated as per Clause IX (c) or IX (d) or a change of management
control  occurred as per Clause X, the Employee shall be eligible to acquire all
shares  accumulated  as per share options under Clause XII (a) at the face value
of $0.001 per share  subject  to the  restriction  under  Clause X (d) about the
total shareholding by the employee upon issuance of such shares.

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<PAGE>

XII (c) The shares purchased by exercising options as of December 31, 2006 shall
remain restricted from trading under Section 144 of the Securities Act 1933. The
Options  provided  for  herein are not  transferable  by  Employee  and shall be
exercised only by Employee, or by his legal representative or executor. However,
if this  employment  agreement is terminated as per Clause IX (c) or IX (d) or a
change of management  control  occurred as per Clause X, all restrictions as per
this clause shall become  invalid and the shares  acquired as per Clause XII (b)
shall become freely tradable with immediate effect.

XIII. NON-COMPETITION

XIII.  During  the  period of  Employee's  employment  hereunder  and during the
period, if any, during which payments are required to be made to the Employee by
the Company  pursuant to Clause IX (c) and IX (d) the Employee shall not, within
any state or foreign  jurisdiction in which the Company or any subsidiary of the
Company is then  providing  services or products or  marketing  its  services or
products or engaged in active discussions to provide such services,  or within a
one  hundred  (100)  mile  radius  of any such  state or  foreign  jurisdiction,
directly or indirectly own any interest in,  manage,  control,  participate  in,
consult  with,  render  services  for, or in any manner  engage in any  business
engaged in by the Company unless the Board shall have  authorized  such activity
and the Company  shall have  consented  thereto in writing.  The term  "business
engaged in by the Company" shall mean the principal or any  associated  business
wherein the Company or any of its Associated Companies are actively involved in.
Investments of less than five percent of the outstanding securities of any class
of a corporation subject to the reporting  requirements of Section 13 or Section
15(d)  of the  Exchange  Act  shall  not be  prohibited  by  this  Clause  XIII.
Employee's  obligations  under this Clause XIII arising after the termination of
Employee shall be suspended  during any period in which the Company fails to pay
to him any amounts  payable as per Clauses IX (c) and IX (d). The  provisions of
this Clause XIII are subject to the provisions of Clause XX of this Agreement.

XIV. INDEMNIFICATION

XIV.  The  Company  shall  indemnify  and  advance  the costs of  defence of the
Employee and his legal  representatives  to the fullest  extent  required by the
laws of the  state  of  Delaware  and the  Employee  shall  be  entitled  to the
protection of any insurance policies the Company may elect to maintain generally
for the  benefit of its  Employee  officers,  against  all  judgments,  damages,
liabilities, costs, charges and expenses whatsoever incurred or sustained by him
or his legal representative in connection with any action, suit or proceeding to
which he or his legal representatives or other successors may be made a party by
reason of his being or  having  been an  officer  of the  Company  or any of its
subsidiaries  except  that the Company  shall have no  obligation  to  indemnify
Employee for liabilities  resulting from conduct of the Employee with respect to
which a court of  competent  jurisdiction  has made a final  determination  that
Employee committed gross negligence or wilful misconduct.

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<PAGE>

XV. LITIGATION EXPENSES

XV. In the event of any litigation or other  proceeding  between the Company and
the  Employee  with  respect to the  subject  matter of this  Agreement  and the
enforcement of the rights hereunder and such litigation or proceeding results in
final  judgment or order in favour of the Employee,  which  judgment or order is
substantially  inconsistent  with the positions  asserted by the Company in such
litigation or proceeding,  the losing party shall reimburse the prevailing party
for all of his/its  reasonable costs and expenses relating to such litigation or
other proceeding,  including, without limitation,  his/its reasonable attorneys'
fees and expenses.

XVI. NON-SOLICITATION

XVI.  During  the  period of  Employee's  employment  with the  Company  and for
eighteen  (18)  months  thereafter,  (a)  the  Employee  will  not  directly  or
indirectly  through another entity induce or otherwise  attempt to influence any
employee of the Company to leave the Company's  employ and (b) the Employee will
not directly or indirectly  hire or cause to be hired or induce a third party to
hire, any such employee  unless the Board shall have  authorized such employment
and the Company shall have consented  thereto in writing or in any way interfere
with the  relationship  between  the Company  and any  employee  thereof and (c)
induce or attempt to induce any customer,  supplier, licensee, licensor or other
business  relation of the Company to cease doing business with the Company or in
any way interfere with the  relationship  between any such  customer,  supplier,
licensee or business relation of the Company.

XVII. NOTICES

XVII. All notices under this Agreement shall be given in writing. Notices to the
Company shall be sent to the address at which the principal place of business of
the  Company is located by  registered  post with  acknowledgement  due.  Unless
delivered  to the  Employee  personally  all  notices to the  Employee  shall be
addressed  to  the  Employee's  last  known  address  by  registered  post  with
acknowledgment due. It shall be the responsibility of the Employee to notify the
Company  when he moves  away from an  address  provided  to the  Company  as the
address for communication.

XVIII. CONSOLIDATION; MERGER; SALE OF ASSETS; CHANGE OF CONTROL.

XVIII.  Nothing in this  Agreement  shall  preclude the Company from  combining,
consolidating or merging with or into,  transferring all or substantially all of
its assets to, or entering  into a partnership  or joint  venture with,  another
corporation  or  other  entity,   or  effecting  any  other  kind  of  corporate
combination  provided  that the  corporation  resulting  from or surviving  such
combination,  consolidation or merger,  or to which such assets are transferred,
or such  partnership or joint venture assumes this Agreement and all obligations
and undertakings of the Company  hereunder.  Upon such a consolidation,  merger,
transfer of assets or  formation  of such  partnership  or joint  venture,  this
Agreement shall inure to the benefit of, be assumed by, and be binding upon such
resulting or  surviving  transferee  corporation  or such  partnership  or joint
venture,  and the term  "Company,"  as used in this  Agreement,  shall mean such
corporation,  partnership  or joint venture or other entity,  and this Agreement
shall  continue in full force and effect and shall  entitle the Employee and his
heirs,  beneficiaries  and  representatives  to exactly  the same  compensation,
benefits,  perquisites,  payments  and  other  rights as would  have been  their
entitlement had such combination,  consolidation,  merger, transfer of assets or
formation of such partnership or joint venture not occurred.

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<PAGE>

XIX. SURVIVAL OF OBLIGATIONS

XIX. Clauses VII, VIII, IX, XI, XII, XIII, XIV, XV, XVI, XVII, XX, XXI and XXIII
shall  survive the  termination  for any reason of this  Agreement  whether such
termination  is by the Company,  by the  Employee,  upon the  expiration of this
Agreement or otherwise.

XX. EMPLOYEE'S REPRESENTATIONS

XX. The  Employee  hereby  represents  and  warrants to the Company that (i) the
execution, delivery and performance of this Agreement by the Employee do not and
shall not conflict with, breach,  violate or cause a default under any contract,
agreement,  instrument,  order,  judgment  or decree to which the  Employee is a
party or by which he is bound,  (ii) the  Employee is not a party to or bound by
any employment  agreement,  non-compete  agreement or confidentiality  agreement
with any other  person or entity and (iii) upon the  execution  and  delivery of
this  Agreement by the Company,  this  Agreement  shall be the valid and binding
obligation  of the  Employee,  enforceable  in  accordance  with its terms.  The
Employee  hereby  acknowledges  and represents  that he has consulted with legal
counsel  regarding his rights and  obligations  under this Agreement and that he
fully understands the terms and conditions contained herein.

XXI. COMPANY'S REPRESENTATIONS

XXI. The Company  hereby  represents  and warrants to the Employee  that (i) the
execution,  delivery and performance of this Agreement by the Company do not and
shall not conflict with, breach,  violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which the Company is a party
or by which it is  bound  and (ii)  upon  the  execution  and  delivery  of this
Agreement  by the  Employee,  this  Agreement  shall be the  valid  and  binding
obligation of the Company, enforceable in accordance with its terms.

XXII. ENFORCEMENT.

XXII.  Because the  Employee's  services are unique and because the Employee has
access to confidential  information  concerning the Company,  the parties hereto
agree that money damages would not be an adequate  remedy for any breach of this
Agreement.  Therefore,  in the  event of a breach or  threatened  breach of this
Agreement, the Company may, in addition to other rights and remedies existing in
its  favour,  apply  to  any  court  of  competent   jurisdiction  for  specific
performance  and/or  injunctive or other relief in order to enforce,  or prevent
any  violations  of,  the  provisions  hereof  (without  posting a bond or other
security).


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<PAGE>



XXIII. SEVERABILITY

XXIII.  In  case  any  one or more  of the  provisions  or  part of a  provision
contained in this Agreement shall for any reason be held to be invalid,  illegal
or unenforceable in any respect in any jurisdiction, such invalidity, illegality
or unenforceability  shall be deemed not to affect any other jurisdiction or any
other  provision  or part of a  provision  of this  Agreement,  nor  shall  such
invalidity,  illegality or  unenforceability  affect the  validity,  legality or
enforceability  of this  Agreement or any provision or provisions  hereof in any
other  jurisdiction;  and this Agreement shall be reformed and construed in such
jurisdiction  as if such  provision or part of a provision held to be invalid or
illegal or  unenforceable  had never been contained herein and such provision or
part  reformed  so that  it  would  be  valid,  legal  and  enforceable  in such
jurisdiction  to  the  maximum  extent  possible.  In  furtherance  and  not  in
limitation of the  foregoing,  the Company and the Employee each intend that the
covenants  contained in Clauses VII, VIII,  XIII and XIV shall be deemed to be a
series of separate  covenants  one for each and every other state,  territory or
jurisdiction of the United States and any foreign country set forth therein. If,
in any judicial proceeding, a court shall refuse to enforce any of such separate
covenants, then such unenforceable covenants shall be deemed eliminated from the
provisions hereof for the purpose of such proceedings to the extent necessary to
permit the remaining separate covenants to be enforced in such proceedings.  If,
in any judicial  proceeding,  a court shall refuse to enforce any one or more of
such separate  covenants because the total time, scope or area thereof is deemed
to be excessive  or  unreasonable,  then it is the intent of the parties  hereto
that  such  covenants,  which  would  otherwise  be  unenforceable  due to  such
excessive or  unreasonable  period of time,  scope or area, be enforced for such
lesser  period  of time,  scope or area as shall be  deemed  reasonable  and not
excessive by such court.

XXIV. ENTIRE AGREEMENT; AMENDMENT

XXIV. Except as otherwise set forth in this Agreement,  this Agreement  contains
the entire  agreement  between the Company and the Employee  with respect to the
subject matter hereof and thereof.  This  Agreement may not be amended,  waived,
changed,  modified or discharged  except by an instrument in writing executed by
or on behalf of the party against whom  enforcement  of any  amendment,  waiver,
change,  modification  or discharge  is sought.  No course of conduct or dealing
shall be construed to modify,  amend or otherwise  affect any of the  provisions
hereof.

XXV. ASSIGNABILITY

XXV. This Agreement shall not be assignable by either party and shall be binding
upon, and shall inure to the benefit of, the heirs,  executors,  administrators,
legal representatives,  successors and assigns of the parties. In the event that
all or substantially  all of the business of the Company is sold or transferred,
then this  Agreement  shall be binding on the  transferee of the business of the
Company whether or not this Agreement is expressly assigned to the transferee.



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<PAGE>



XXVI. GOVERNING LAW

XXVI.  This  agreement  is intended to be  construed on the basis of the general
laws of the State of Delaware,  wherever  possible and any disputes that are not
covered  by the laws of  State  of  Delaware  shall  be  adjudicated  as if such
disputes were occurred in the State of Delaware.

XXVII. WAIVER AND FURTHER AGREEMENT.

XXVII.  Any waiver of any breach of any terms or  conditions  of this  Agreement
shall not operate as a waiver of any other breach of such terms or conditions or
any other term or  condition,  nor shall any  failure to enforce  any  provision
hereof operate as a waiver of such provision or of any other  provision  hereof.
Each of the parties  hereto agrees to execute all such further  instruments  and
documents and to take all such further  action as the other party may reasonably
require in order to effectuate the terms and purposes of this Agreement.

XXVIII. HEADINGS OF NO EFFECT.

XXVIII.  The paragraph  headings  contained in this  Agreement are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

This agreement contains fifteen (15) pages and is executed in duplicate with one
original signed copy to each party.

IN WITNESS  WHEREOF the  Employee  and  Company's  signatories  on behalf of the
Company have signed on the date mentioned above.


Signed by                      JOSE MATHEW MELETH
                               Employee



Signed by                      NIGEL MICHAEL GREGG
                               President & Chief Executive Officer
                               On behalf of the Company


                                       15