EXHIBIT 10.14EMPLOYMENT AGREEMENT     This Employment Agreement (“Agreement”) is entered into as of this 21st day of August,2006, by and between EDUCATIONAL COMMUNICATIONS, INC. and any successors thereto (collectivelyreferred to as the “Company”) and **Carol Lynn Martens**(“Executive”).     The parties hereby agree as follows:1. Employment. Executive will serve the Company in the position of General Manager ofEducational Communications, Inc. and will perform such duties as from time to time shall bedetermined by the Board of Directors of the Company, and will perform, faithfully and diligently,the services and functions performed and will carry out the functions of his/her office and furnishhis/her best advice, information, judgment and knowledge with respect to the business of theCompany. Executive agrees to perform such duties as hereinabove described and to devote full-timeattention and energy to the business of the Company. Executive will not, during the term ofemployment under this Agreement, engage in any other business activity if such business activitywould impair Executive’s ability to carry out his/her duties under this Agreement.2. Term. Contingent upon successful completion of a criminal background investigation,reference check and pre-employment drug screen, this Agreement shall be effective **August21st, 2006 and end on August 31****st****, 2007**, and shall thereafter renew forsuccessive one-year terms, unless two months’ notice is given by either party to the other party ofnon-renewal. **However, this Agreement may be terminated at any time by either party in accordancewith Section 6 hereof.**3. Compensation and Other Benefits.          3.1 Salary. The salary compensation to be paid by the Company to Executive and whichExecutive agrees to accept from the Company for services performed and to be performed by Executivehereunder shall be an annual gross amount, before applicable withholding and other payrolldeductions, of $175,000.00, payable in equal bi-weekly installments of $6,730.76, subject to suchchanges as the Board of Directors of the Company may, in its sole discretion, from time to timedetermine.          3.2 Benefits. Executive shall be entitled to participate in such employee benefitprograms, plans and policies (including incentive bonus plans and incentive stock option plans) asare maintained by the Company and as may be established for the employees of the Company from timeto time on the same basis as other executive employees are entitled thereto, except to the extentsuch plans are duplicative of benefits otherwise provided to Executive under this Agreement (e.g.severance). It is understood that the establishment, termination or change in any such Executiveemployee benefit programs, plans or policies shall be at the option of the Company in the exerciseof its sole discretion, from time to time, and any such termination or change in such program, planor policy will not affect this Agreement so long as Executive is treated on the same basis as otherexecutive employees participating in such program, plan or policy, as the case may be. Upontermination of employment under this Agreement, without regard to the manner in which thetermination was brought about, Executive’s rights in such
 

 
employee benefit programs, plans or policies shall be governed solely by the terms of theprogram, plan or policy itself and not this Agreement. Executive shall be entitled to an annualpaid vacation in accordance with the Company’s personnel policy for his/her years of servicecompleted as an employee of the Company (and, to the extent applicable, the Company’spredecessors).4. Working Facilities. During the term of his/her employment under this Agreement,Executive shall be furnished with a private office, stenographic services and such other facilitiesand services as are commensurate with his/her position with the Company and adequate for theperformance of his/her duties under this Agreement.5. Expenses. During the term of his/her employment under this Agreement, Executive isauthorized to incur reasonable out-of-pocket expenses for the discharge of his/her duties hereunderand the promotion of business of the Company, including expenses for entertainment, travel andrelated items, that are incurred in accordance with the Company’s policies. The Company shallreimburse Executive for all such expenses upon presentation by Executive from time to time ofitemized accounts of expenditures incurred in accordance with Company policies.6. Termination. The employment relationship between Executive and the Company is“at-will”, which means that Executive’s employment under this Agreement may be terminated with orwithout cause or reason by either the Company or Executive at any time. Payment to Executive uponhis/her termination is governed by the following terms and conditions.          6.1 Termination by Company for Cause. The following events or circumstances are deemed“Cause” for Executive’s termination. (i) Executive’s indictment of, or plea of nolo contendere to, afelony or other crime involving moral turpitude;  (ii) Executive’s material breach of a contractual obligation to theCompany or any of its Affiliates (as defined below);  (iii) Executive’s failure to perform, or gross negligence in theperformance of, Executive material duties and responsibilities to the Companyor any of its Affiliates; or  (iv) Executive’s substantial, wrongful damage to property of theCompany.          If the Executive is terminated for Cause, upon payment by the Company to Executive of allsalary earned but unpaid through the termination date, accrued and unused vacation, and any accruedand unpaid bonus to the date of such termination, the Company shall have no further liability toExecutive for compensation in accordance herewith, and Executive will not be entitled to receiveany other salary, the Termination Payments or Termination Benefits (as such terms are definedbelow) except aforesaid vacation and any accrued bonus. For purposes of this Agreement,“Affiliates” means all persons and entities directly or indirectly controlling, controlled by orunder common control with the Company, where control may be by management authority, equityinterest or otherwise.
 

 
          6.2 Termination by Company Without Cause. In the event of the termination ofExecutive’s employment under this Agreement by the Company without Cause the Executive will beentitled to receive 26 bi-weekly payments equal to the average of his/her bi-weekly base salary ineffect within the two years preceding the termination (including, for these purposes, averagebi-weekly base salary of Executive from the Company’s predecessors) (“Termination Payments”), lesslegally required withholdings. In addition to the Termination Payments, Executive will be entitledto elect the continuation of health benefits under COBRA and the Company will pay the COBRApremiums for a maximum of 12-months, beginning on the date that Executive’s health coverage ceasesdue to his/her termination, accrued but unused vacation, and any accrued bonus (“TerminationBenefits”). If Executive obtains employment while he is entitled to receive the TerminationPayments and the Termination Benefits, each Termination Payment shall be reduced by the amount ofhis/her average bi-weekly compensation to be received in connection with his/her new employment andthe payment of the Termination Benefits shall cease upon Executive becoming covered under the newemployer’s health coverage plan. The combination of the Termination Payments and the TerminationBenefits constitute the sole amount to which Executive is entitled if termination is without Cause.          6.3 Termination by Executive Without Good Reason. Executive may terminate his/heremployment under this Agreement without Good Reason as defined in Paragraph 6.4 below upon thegiving of 90 days written notice of termination. In the event of such termination, in lieu of the90 day notice period, the Company may elect to pay Executive compensation for the notice period (orany remaining portion thereof), plus unused accrued vacation and any accrued unpaid bonus, in whichevent Executive’s services to the company will be terminated immediately. No Termination Paymentsor Termination Benefits other than as set forth in Section 6.3 shall be payable upon Executive’stermination of this Agreement without Good Reason.          6.4 Termination by Executive With Good Reason. Executive may terminate his/heremployment under this Agreement for Good Reason. For purposes of this Agreement, “Good Reason”shall mean: (i) Without Executive’s consent, the assignment to Executive ofsubstantial duties inconsistent with Executive’s then-current position, duties,responsibilities and status with the Company, or any removal of Executive fromhis/her titles and offices, except in connection with the termination ofExecutive’s employment under this Agreement by Company or as a result ofExecutive’s death or permanent disability (as defined in the Company’s orExecutive’s disability insurance policies);  (ii) The Company requiring Executive to relocate anywhere other thanAustin, Texas without Executive’s consent (see exception in paragraph 6.2); or  (iii) A decrease in Executive’s salary from the salary in effectupon the date hereof that is inconsistent with or not commensurate withExecutive’s then current position in the Company.
 

 
     In the event of termination under this Section 6.4, the Company shall pay to ExecutiveTermination Payments of thirteen (13) bi-weekly payments and Termination Benefits of six (6) monthsof COBRA coverage. If Executive obtains employment while he is entitled to receive the TerminationPayments and the Termination Benefits, each Termination Payment shall be reduced by the amount ofhis/her average bi-weekly compensation to be received in connection with his/her new employment andthe payment of the Termination Benefits shall cease upon Executive becoming covered under the newemployer’s health coverage plan. The combination of the Termination Payments and the TerminationBenefits constitute the sole amount to which Executive is entitled if termination is by ExecutiveWith Good Reason.          6.5 Death or Permanent Disability. Executive’s employment under this Agreement shallterminate upon Executive’s death or permanent disability (as defined in the Company’s orExecutive’s disability insurance policies). Other than accrued but unused vacation and any accruedbut unpaid bonus, no Termination Payments or Termination Benefits shall be payable upon Executive’sdeath or permanent disability.          6.6 Release Agreement. The Termination Payments and Termination Benefits pursuant toSection 6 are conditioned upon your signing a release of claims in the form provided by the Company(the “Release Agreement”) within twenty-one days of the date on which you give or receive, asapplicable, notice of termination of your employment and upon your not revoking the EmployeeRelease thereafter.          6.7 Notwithstanding anything to the contrary in this Agreement, (i) except to the extentrequired by law, no payment will be due and payable under this Section 6 until the later of thenext regular Company payday following the effective date of the Release Agreement or that datewhich is in accordance with the requirements of clause (ii) hereof and (ii) in the event that atthe time that Executive’s employment with the Company terminates the Company is publicly traded (asdefined in Section 409A of the Internal Revenue Code), any amounts payable under this Section 6that would otherwise be considered deferred compensation subject to the additional twenty percent(20%) tax imposed by Section 409A if paid within six (6) months following the date of terminationof Company employment shall be paid at the later of the time otherwise provided in Section 6 or thetime that will prevent such amounts from being considered deferred compensation.7. Confidentiality. The Company and its Affiliates possess confidential information,proprietary information goodwill and trade secrets, which is important to their business.Immediately upon Executive’s execution of this Agreement and during the course of Executive’semployment with the Company, the Company will give Executive confidential information, proprietaryinformation, goodwill and trade secrets belonging to the Company and its Affiliates that Executivedid not have or have access to prior to Executive’s execution of this Agreement to enable Executiveto perform his/her duties and responsibilities hereunder. During and after the term of employmentunder this Agreement, Executive agrees that he shall not, without the express written consent ofCompany, directly or indirectly communicate or divulge to, or use for his/her own benefit or forthe benefit of any other person, firm, association or corporation, any of Company’s or itsAffiliates’ trade secrets, confidential information, proprietary information or goodwill, whichtrade secrets, confidential information, proprietary data and goodwill were communicated to orotherwise learned or acquired by Executive during his/her employment
 

 
relationship with Company (“Confidential Information”), except that Executive may disclose suchmatters to the extent that disclosure is required (a) at Company’s direction or (b) by a court orother governmental agency of competent jurisdiction. As long as such matters remain trade secrets,confidential information, proprietary information or goodwill, Executive shall not use such tradesecrets, confidential information, proprietary information or goodwill in any way or in anycapacity other than as expressly consented to by Company.8. Covenant not to Compete or Solicit. Ancillary to the Company’s commitments as setforth herein, including but not limited to, the obligation to provide Executive with the Company’sand its Affiliates’ confidential information, proprietary information, trade secrets and goodwilland Executive’s agreement not to improperly use or disclose the Company’s and its Affiliates’proprietary information, trade secrets or goodwill, the receipt and sufficiency of which is herebyacknowledged, and to avoid the actual or threatened misappropriation of the Company’s and itsAffiliates’ confidential information, proprietary information, trade secrets or goodwill, Executiveagrees to the following covenants:          8.1 Executive agrees to refrain during his/her employment under this Agreement and for oneyear after the termination of his/her employment under this agreement for any reason, withoutwritten permission of the Company, from becoming involved in any way, within the boundaries of theUnited States, in the business of preparation, compilation or promotion of academic recognitionprograms, directories, student mailing list, or student related products, manufacturing,designing, servicing or selling, the type of jewelry or fine paper or other scholastic, licensedsports, insignia, recognition or affinity products manufactured or sold (or then contemplated to bemanufactured or sold) by the Company, its divisions, subsidiaries and/or other affiliated entities,including but not limited to, as an employee, consultant, independent representative, partnerrepresentative, partner or proprietor. For the avoidance of doubt, these restrictions shall apply,but shall not be limited to, US Achievement Academy, National Honor Roll, Who’s Who Among Students,International, And Who’s Who Historical Society.          8.2 Executive also agrees to refrain during his/her employment under this Agreement, and inthe event of the termination of his/her employment under this Agreement for any reason, for oneyear thereafter, without written permission from the Company, from diverting, taking, soliciting,licensed sports, insignia, recognition or affinity business of any customer of the Company, itsdivisions, subsidiaries and/or affiliated entities, or any potential customer of the Company, itsdivisions, subsidiaries and/or affiliated entities whose identity became known to Executive throughhis/her employment by the Company and to which the Company has made a written business proposal orprovided written pricing information before the termination of Executive’s employment under thisAgreement.          8.3 Executive agrees to refrain during his/her employment under this Agreement, and in theevent of the termination of his/her employment under this Agreement for any reason for a period ofone year thereafter, from inducing or attempting to influence any employee or independentrepresentative of the Company, its divisions, subsidiaries, and/or affiliated entities to terminatehis/her or his/her employment or association with the Company or such other entity.
 

 
          8.4 Executive further agrees that the covenants in Sections 8.1, 8.2 and 8.3 are made toprotect the legitimate business interests of the Company, including interests in the Company’s“Confidential Information,” as defined in Section 7 of this Agreement, and not to restrict his/hermobility or to prevent him from utilizing his/her skills. In signing this Agreement, Executivegives the Company assurance that he has carefully read and considered all the terms and conditionsof this Agreement, including the restraints imposed on him under Section 7 and 8. Executive agreeswithout reservation that these restraints are necessary for the reasonable and proper protection ofthe Company and its Affiliates and that each and every one of the restraints is reasonable inrespect to subject matter, length of time and geographic area. Executive further agrees that, werehe to breach any of the covenants contained in Section 7 and 8, the damage to the Company and itsAffiliates would be irreparable. Executive therefore agrees that the Company, in addition to anyother remedies available to it, shall be entitled to preliminary and permanent injunctive reliefagainst any breach or threatened breach by him of any of those covenants, without having to postbond. Executive and the Company further agree that, in the event that any provision of Section 7and 8 is determined by any court of competent jurisdiction to be unenforceable by reason of itsbeing extended over too great a time, too large a geographic area or too great a range ofactivities, that provision shall be deemed to be modified to permit its enforcement to the maximumextent permitted by law. It is also agreed that each of the Company’s Affiliates shall have theright to enforce all of Executive’s obligations to that Affiliate under this Agreement, includingwithout limitation pursuant to Section 7 and 8.9. Controlling Law and Performability. The execution, validity, interpretation andperformance of this Agreement will be governed by the laws of the state of Texas.10. Reparability. If any provision of this Agreement is rendered or declared illegal orunenforceable, all other provisions of this Agreement will remain in full force and effect.11. Notices. Any notice required or permitted to be given under this Agreement shall besufficient if in writing and if sent by certified mail (return receipt requested) addressed asfollows:   If to Executive: Carol Lynn Martens  2716 Barton Creek Blvd. # 1922  Austin, Texas 78735  Phone: 512-964-2227   If to the Company: Educational Communications, Inc.  7211 Circle S Road  Austin, Texas 78745  Attention: Don Percenti, President & CEO     Any address or other change to the above shall be in writing to the other party to becomeeffective.12. Assignment. The rights and obligations of the Company under this Agreement shall inureto the benefit of and be binding upon its successors and assigns. The rights and obligationsof Executive under this Agreement are of a personal nature and shall neither be transferred norassigned in whole or in party by Executive.
 

 
13. Non-Waiver. No waiver of or failure to assert any claim, right, benefit or remedyhereunder shall operate as a waiver of any other claim, right, benefit or remedy of the company orExecutive.14. Review and Consultation. Executive acknowledges that he has had a reasonable time toreview and consider this Agreement and has been given the opportunity to consult with an attorney.15.  Entire Agreement and Amendments. This Agreement contains the entire agreement ofExecutive and the company relating to the matters contained in this Agreement and supersedes allprior agreements and understandings, oral or written, between Executive and the Company withrespect to the subject matter in this Agreement. This Agreement may be changed only by anagreement in writing by Executive and the Company.     IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first abovewritten.      EDUCATIONAL COMMUNICATIONS, INC.