EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement
      (the
“Agreement”) is made and entered into effective as of December 2, 2008 (the
“Effective Date”), by and between Asianada, Inc., a Delaware corporation and its
      affiliates and/or subsidiaries (the “Company”), and Jeffrey A. Schwartz (the
“Executive”). The Company and the Executive are hereinafter collectively
      referred to as the “Parties,” and individually referred to as a
“Party.”

     

    Recitals

     

    A. The
      Company desires assurance of the association and services of the Executive
      in
      order to retain the Executive’s experience, skills, abilities, background and
      knowledge, and is willing to engage the Executive’s services on the terms and
      conditions set forth in this Agreement.

     

    B. The
      Executive desires to be in the employ of the Company, and is willing to accept
      such employment on the terms and conditions set forth in this
      Agreement.

     

    Agreement

     

    In
      consideration of the foregoing Recitals and the mutual promises and covenants
      herein contained, and for other good and valuable consideration, the Parties,
      intending to be legally bound, agree as follows:

     

    
      	
              1.

            	
              EMPLOYMENT.

            


    

     

    1.1 Term.
      The
      Company hereby employs the Executive, and the Executive hereby accepts
      employment by the Company, upon the terms and conditions set forth in this
      Agreement. The term of this Agreement shall commence on the Effective Date
      and
      shall continue until December 2, 2011 (the “Term”), unless terminated earlier in
      accordance with Section 4 herein. On the last day of the Term, the Executive
      shall immediately resign from all positions with the Company.

     

    1.2 Title.
      The
      Executive shall have the title of Chief Executive Officer and Chairman of the
      Board of Directors and Executive shall serve in such other capacity or
      capacities as the Board of Directors of the Company may from time to time
      prescribe. The Executive shall report directly to the Company’s Board of
      Directors.

     

    1.3 Duties.
      (i)
      During the Term, the Executive shall devote the Executive’s full working time
      and attention and use the Executive’s best efforts and skill to further the
      interests of the Company. The Executive shall do and perform all services,
      acts
      or things necessary or advisable to manage and conduct the business of the
      Company and which are normally associated with the positions of Chief Executive
      Officer and Chairman of the Board of Directors, consistent with the bylaws
      of
      the Company and as required by the Company’s Board of Directors. 

     

    
      
         

      

      
        i

        
          

        

      

      
         

      

    

     

    (ii) Notwithstanding
      the foregoing, the Company acknowledges that Executive may: (A) engage in the
      activities set forth on Schedule 1.3 attached hereto; (B)  pursue
      business opportunities that are not competitive with the Company’s business,
provided,
      however,
      that
      prior to pursuing any such opportunity (1) the Executive discloses to the
      Company the terms and conditions of such business opportunity that Executive
      wishes to pursue, and (2) the Company waives its right to pursue such business
      opportunity; and (C) serve on other boards of directors or civic, professional
      or charitable boards or committees, provided,
      however,
      that (1)
      any such service is not in conflict with Executive’s primary responsibilities
      and obligations to the Company and (2) the Board of Directors of the Company
      provides its prior consent to any such service on other boards of directors
      or
      civic, professional or charitable boards or committees. 

     

    1.4 Policies
      and Practices.
      The
      employment relationship between the Parties shall be governed by the written
      policies and practices established by the Company and its Board of Directors
      and
      in effect from time to time. In the event that the terms of this Agreement
      differ from or are in conflict with the Company’s policies or practices or the
      Company’s employee handbook or general employment policy memorandum to its
      employees, if any, then this Agreement shall control.

     

    1.5 Location.
      Unless
      the Parties otherwise agree in writing, during the term of this Agreement,
      the
      Executive shall perform the services Executive is required to perform pursuant
      to this Agreement at the Company’s offices, located in Los Angeles, California,
      or at any other place at which the Company maintains an office; provided,
      however, that the Company may from time to time require the Executive to travel
      temporarily to other locations in connection with the Company’s
      business.

     

    
      	
              2.

            	
              LOYAL
                AND CONSCIENTIOUS PERFORMANCE;
                NONCOMPETITION.

            


    

     

    2.1 Covenant
      Not to Compete.
      Except
      with the prior written and signed consent of the Company’s President or other
      executive officer (other than Executive) the Executive will not, during the
      Term
      of this Agreement, and any period during which the Executive is receiving
      compensation or any other consideration from the Company, including severance
      pay pursuant to Section 4.4.3 herein, engage in competition with the Company
      or
      any of its affiliates, either directly or indirectly, in any manner or capacity,
      as adviser, principal, agent, affiliate, promoter, partner, officer, director,
      employee, stockholder, owner, co-owner, consultant, or member of any association
      or otherwise, in any phase of the business of developing and marketing the
      products or services which are in the same field of use, or which otherwise
      compete with the products or services or proposed products or services of the
      Company.

     

    2.2 Agreement
      Not to Participate in Company’s Competitors.
      During
      the Term of this Agreement, the Executive agrees not to acquire, assume or
      participate in, directly or indirectly, any position, investment or interest
      known by Executive to be adverse or antagonistic to the Company, its business
      or
      prospects, financial or otherwise or in any company, person or entity that
      is,
      directly or indirectly, in competition with the business of the Company or
      any
      of its affiliates. Ownership by the Executive, as a passive investment, of
      less
      than one percent (1%) of the outstanding shares of capital stock of any
      corporation with one or more classes of its capital stock listed on a national
      securities exchange or publicly traded on the NASDAQ Stock Market or in the
      over-the-counter market shall not constitute a breach of this
      paragraph.

     

    
      	
              3.

            	
              COMPENSATION
                OF THE EXECUTIVE.

            


    

     

    3.1 Base
      Salary; Discretionary Bonus.
      (i) The
      Company shall pay the Executive a base salary of Two Hundred Fifty Thousand
      Dollars ($250,000) per year (the “Base Salary”), less payroll deductions and all
      required withholdings payable in regular periodic payments in accordance with
      Company policy. Any Base Salary shall be prorated for any partial year of
      employment on the basis of a 365-day fiscal year.

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     

    (ii) In
      addition to the Base Salary, the Company may pay you a bonus on terms and
      conditions, and pursuant to the sole discretion, established by the Board of
      Directors of the Company (any such bonus, the “Bonus”). Any such Bonus will be
      determined by the Board of Directors of the Company and then, if applicable,
      paid by the Company prior to February 15 of each calendar year during which
      the
      Executive remains employed by the Company.

    


    3.2 Employment
      Taxes.
      All of
      the Executive’s compensation shall be subject to customary withholding taxes and
      any other employment taxes as are commonly required to be collected or withheld
      by the Company.

     

    3.3 Benefits.
      The
      Executive shall, in accordance with Company policy and the terms of the
      applicable plan documents, be eligible to participate in benefits under any
      executive benefit plan or arrangement which may be in effect from time to time
      and made available to the Company’s executive or key management employees.
      Additionally, Company will reimburse Executive for any COBRA premiums and costs
      for health insurance coverage, that he maintains and that is in effect after
      the
      Effective Date, until the first day the Executive is covered under Company’s
      health benefit plan. Company will not reimburse Executive for any COBRA premiums
      and costs for health insurance that is or was in effect prior to the Effective
      Date. The maximum amount Company will reimburse Executive for COBRA premiums
      and
      costs for each calendar year is $12,000.

     

    
      	
              4.

            	
              TERMINATION.

            


    

     

    4.1 Termination
      By the Company.
      The
      Executive’s employment with the Company may be terminated under the following
      conditions:

     

    4.1.1 Death
      or Disability.
      The
      Executive’s employment with the Company shall terminate effective upon the date
      of the Executive’s death or “Complete Disability” (as defined in Section
      4.5.1).

     

    4.1.2 For
      Cause.
      The
      Company may terminate the Executive’s employment under this Agreement for
“Cause” (as defined in Section 4.5.3) by delivery of written notice to the
      Executive specifying the Cause or Causes relied upon for such termination.
      Any
      notice of termination given pursuant to this Section 4.1.2 shall effect
      termination as of the date specified in such notice or, in the event no such
      date is specified, on the last day of the month in which such notice is
      delivered or deemed delivered as provided in Section 8 below.

     

    4.1.3 Without
      Cause.
      The
      Company may terminate the Executive’s employment under this Agreement at any
      time and for any reason by delivery of written notice of such termination to
      the
      Executive. Any notice of termination given pursuant to this Section 4.1.3 shall
      effect termination as of the date specified in such notice or, in the event
      no
      such date is specified, on the last day of the month in which such notice is
      delivered or deemed delivered as provided in Section 8 below.

     

    4.2 Termination
      By The Executive.
      The
      Executive may terminate the Executive’s employment with the Company under the
      following conditions:

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

     

    4.2.1 Good
      Reason.
      The
      Executive may terminate the Executive’s employment under this Agreement for
“Good Reason” (as defined below in Section 4.5.2) by delivery of written notice
      to the Company specifying the “Good Reason” relied upon by the Executive for
      such termination, provided that such notice is delivered within one (1) month
      following the occurrence of any event or events constituting Good Reason and
      that Executive has provided the Company a minimum of thirty (30) days written
      notice and an opportunity to cure the event which constitutes “Good
      Reason.”

     

    4.2.2 Without
      Good Reason.
      The
      Executive may terminate Executive’s employment hereunder for other than “Good
      Reason” upon fourteen (14) days written notice to the Company.

     

    4.3 Termination
      by Mutual Agreement of the Parties.
      The
      Executive’s employment pursuant to this Agreement may be terminated at any time
      upon a mutual agreement in writing of the Parties. Any such termination of
      employment shall have the consequences specified in such agreement.

     

    4.4 Compensation
      Upon Termination.

     

    4.4.1 Death
      or Complete Disability.
      If the
      Executive’s employment shall be terminated by death or Complete Disability as
      provided in Section 4.5.1, the Company shall pay the Executive’s accrued Base
      Salary and accrued and unused vacation benefits earned through the date of
      termination at the rate in effect at the time of termination to Executive and/or
      Executive’s heirs, and the Company shall thereafter have no further obligations
      to the Executive and/or Executive’s heirs under this Agreement.

     

    4.4.2 Cause
      or Without Good Reason.
      If the
      Executive’s employment shall be terminated by the Company for Cause (based upon
      the affirmative vote of a majority of directors of the Board of Directors of
      the
      Company), or if the Executive terminates employment hereunder without Good
      Reason, the Company shall pay the Executive’s accrued Base Salary and accrued
      and unused vacation benefits earned through the date of termination at the
      rate
      in effect at the time of the notice of termination to Executive, and the Company
      shall thereafter have no further obligations to the Executive under this
      Agreement.

     

    4.4.3 Without
      Cause or Good Reason.
      If the
      Executive shall terminate the Executive’s employment with the Company for Good
      Reason or the Company shall terminate the Executive’s employment without Cause,
      then upon the Executive’s furnishing to the Company an executed release and
      waiver of claims, the Executive shall be entitled to the following:

     

    (i) the
      Executive’s Base Salary and accrued and unused vacation earned through the date
      of termination, subject to standard deductions and withholdings;
      and

     

    (ii) continuation
      of the Executive’s annual Base Salary in effect at the time of termination for a
      period of the lesser of (A) the number of months then left on the Term and
      (B)
      12 months, payable in monthly installments after the Termination Date, subject
      to standard deductions and withholdings. The foregoing notwithstanding, any
      income earned by Executive from any source during the period following the
      termination of Executive’s employment shall offset the salary continuation
      obligation contained in this Section 4.4.3.

     

    
      
         

      

      
        iv

        
          

        

      

      
         

      

    

    


    4.4.4 Covenant
      Not to Compete. Notwithstanding
      any provisions in this Agreement to the contrary, including any provisions
      contained in this Section 4.4, the Company’s obligations, and the Executive’s
      rights, pursuant to Section 4.4.3 shall cease and be rendered a nullity
      immediately should the Executive violate the provision of Section 2.2 herein,
      or
      should the Executive violate the terms and conditions of the Executive’s
      Proprietary Information Agreement.

     

    4.4.5 Termination
      of Obligations.
      In the
      event of the termination of the Executive’s employment hereunder and pursuant to
      this Section 4, the Company shall have no obligation to pay Executive any Base
      Salary or other compensation or benefits, except as provided in this Section
      4
      or for benefits due to the Executive (and/or, if applicable, the Executive’s
      dependents under the terms of the Company’s benefit plans). Executive
      acknowledges and agrees that upon termination (for any reason) the Company
      may
      offset amounts Executive owes it or its affiliates or subsidiaries against
      any
      amount it owes Executive pursuant to this Section 4.4.

     

    4.5 Definitions.
      For
      purposes of this Agreement, the following terms shall have the following
      meanings: 

     

    4.5.1 Complete
      Disability.
      “Complete Disability” shall mean the inability of the Executive to perform the
      Executive’s duties under this Agreement because the Executive has become
      permanently disabled within the meaning of any policy of disability income
      insurance covering employees of the Company then in force. In the event the
      Company has no policy of disability income insurance covering employees of
      the
      Company in force when the Executive becomes disabled, the term “Complete
      Disability” shall mean the inability of the Executive to perform the Executive’s
      duties under this Agreement by reason of any incapacity, physical or mental,
      which the Board of Directors of the Company, based upon medical advice or an
      opinion provided by a licensed physician acceptable to the Board of Directors
      of
      the Company, determines to have incapacitated the Executive from satisfactorily
      performing all of the Executive’s usual services for the Company for a period of
      at least seventy-five (75) days during any twelve (12) month period (whether
      or
      not consecutive). Based upon such medical advice or opinion, the determination
      of the Board of Directors of the Company shall be final and binding and the
      date
      such determination is made shall be the date of such Complete Disability for
      purposes of this Agreement.

     

    4.5.2 Good
      Reason.
“Good
      Reason” for the Executive to terminate the Executive’s employment hereunder
      shall mean the occurrence of any of the following events without the Executive’s
      consent:

     

    (i) the
      Company’s material breach of its obligations under this Agreement; 

     

    (ii) a
      failure
      by the Company to obtain from any successor, before the succession takes place,
      an agreement to assume and perform all of the terms and conditions of this
      Agreement; or

     

    (iii) if
      there
      occurs a ‘Change in Control’ (as defined below) and there is any change in the
      material duties or responsibilities which are substantially inconsistent with
      the Executive’s title, position or responsibilities, or any material diminution
      in the scope of the Executive’s responsibilities or authority.

     

    
      
         

      

      
        v

        
          

        

      

      
         

      

    

    


    4.5.3 For
      Cause.
“Cause”
      for the Company to terminate Executive’s employment hereunder shall mean the
      occurrence of any of the following events:

     

    (i) the
      Executive’s failure to satisfactorily perform the Executive’s job duties under
      this Agreement;

     

    (ii) failure
      by the Executive to comply with all material applicable laws in performing
      the
      Executive’s job duties or in directing the conduct of the Company’s
      business;

     

    (iii) failure
      by the Executive to follow the Company’s policies and procedures;

     

    (iv) commission
      by the Executive of any felony or intentionally fraudulent or other act against
      the Company, or its affiliates, subsidiaries, employees, agents, representatives
      or clients which demonstrates the Executive’s untrustworthiness or lack of
      integrity;

     

    (v) the
      Executive’s failure to maintain any license required to perform the duties
      contemplated under this Agreement;

     

    (vi) the
      Executive’s engaging or in any manner participating in any activity which is
      competitive with or intentionally injurious to the Company or any of its
      affiliates or which violates any material provisions of Section 5 hereof;
      or

     

    (vii) the
      Executive’s commission of any fraud against the Company or any of its affiliates
      or use or intentional appropriation for his personal use or benefit of any
      funds
      or properties of the Company not authorized by the Company’s Board of Directors
      or President to be so used or appropriated.

     

    4.5.4 A
“Change
      in Control” shall be deemed to have occurred if:

    


    (i) any
      person, entity or group (as such terms are used in Sections 13(d) and 14(d)(2)
      of the Securities Exchange Act of 1934, as amended (the “Act”), other than the
      Company or an employee benefit plan of the Company, acquires, directly or
      indirectly, the beneficial ownership (as defined in Section 13(d) of the Act)
      of
      any voting security of the Company, and immediately after such acquisition
      such
      person, entity or group is, directly or indirectly, the beneficial owner of
      voting securities representing Fifty One Percent (51%) or more of the total
      voting power of all of the then outstanding voting securities of the Company
      entitled to vote generally in the election of directors;

    


    (ii) upon
      the
      first purchase of common stock of the Company pursuant to a tender or exchange
      offer (other than a tender or exchange offer made by the Company);

     

    
      
         

      

      
        vi

        
          

        

      

      
         

      

    

     

    (iii) the
      stockholders of the Company shall approve a merger, consolidation,
      recapitalization or reorganization of the Company, or a reverse stock split
      of
      outstanding voting securities, or consummation of any such transaction if
      stockholder approval is not obtained, other than any such transaction which
      would result in more than fifty one percent (51%) of the total voting power
      represented by the voting securities of the surviving entity outstanding
      immediately after such transaction being beneficially owned by the holders
      of
      all of the outstanding voting securities of the Company immediately prior to
      the
      transactions with the voting power of each such continuing holder relative
      to
      other such continuing holders not substantially altered in the transaction;
      or

    


    (iv) the
      stockholders of the Company shall approve a plan of complete liquidation or
      dissolution of the Company, or an agreement for the sale or disposition by
      the
      Company of all or substantially all of its assets and/or the Company’s business
      or material components thereof.

     

    4.6 Survival
      of Certain Sections.
      Sections
      2.2, 4.4.3, 4.4.4, 5, 9 and 17 of this Agreement will survive the termination
      of
      this Agreement.

     

    
      	
              5.

            	
              CONFIDENTIAL
                AND PROPRIETARY INFORMATION;
                NONSOLICITATION.

            


    

     

    5.1 The
      Executive agrees to execute and abide by the Proprietary Information Agreement
      attached hereto as Exhibit A.

     

    5.2 The
      Executive recognizes that Executive’s employment with the Company will involve
      contact with information of substantial value to the Company, which is not
      old
      and generally known in the trade, and which gives the Company an advantage
      over
      its competitors who do not know or use it, including but not limited to,
      techniques, processes, know how, strategies, marketing, and/or advertising
      plans
      or arrangements, developments, computer programs, sales, supplier, customer
      lists and information, service provider, vendor, employee lists and information,
      distributor, customer biographical information, and business and financial
      information relating to the business, products, services, practices and
      techniques of the Company, (hereinafter referred to as “Confidential and
      Proprietary Information”). Executive acknowledges that the Company has expended
      substantial time and money to create, acquire, gather and maintain the
      confidentiality of its Confidential and Proprietary Information. The Executive
      will at all times regard and preserve as confidential such Confidential and
      Proprietary Information obtained by the Executive from whatever source and
      will
      not, either during Executive’s employment with the Company or thereafter,
      publish or disclose any part of such Confidential and Proprietary Information
      in
      any manner at any time, or use the same except on behalf of the Company, without
      the prior written consent of the Company’s Board of Directors.

     

    5.3 While
      employed by the Company and for one (1) year thereafter, the Executive agrees
      that in order to protect the Company’s Confidential and Proprietary Information
      from unauthorized disclosure or use, that the Executive will not, either
      directly or through others, solicit or attempt to solicit any Company employee,
      consultant, independent contractor, agent, broker, client or customer to
      terminate his or her relationship with the Company. Executive expressly
      acknowledges that any attempt by Executive to disrupt the Company’s business
      relationships with its clients, customers or agents, that were the Company’s
      clients, customers or agents during the year immediately preceding Executive’s
      termination, would necessarily require the Executive to use or disclose the
      Company’s Confidential and Proprietary Information. Executive acknowledges that
      obtaining proof of such use or disclosure, however, would be extremely difficult
      for the Company to obtain. Executive further acknowledges that the harm done
      to
      the Company by the use or disclosure of its Confidential and Proprietary
      Information while significant, may be difficult to assess, thereby necessitating
      the restrictions provided herein and that given the harm that could be caused
      to
      the Company by such disclosure or use, the restrictions provided herein are
      reasonable and necessary; and would not prevent, harm or impede the Executive
      from engaging in Executive’s chosen profession.

     

    
      
         

      

      
        vii

        
          

        

      

      
         

      

    

     

    
      	
              6.

            	
              EXPENSES

            


    

     

    6.1 Reimbursement.
      The
      Company shall promptly reimburse Executive for all reasonable business expenses,
      incurred by Executive in promoting the business of the Company, including
      expenditures for entertainment and travel. Each business expense shall be
      reimbursable only if Executive furnishes to the Company adequate records and
      other documentary evidence required by federal and state statutes and
      regulations issued by the appropriate taxing authorities for the substantiation
      of that expenditure as an income tax deduction.

     

    
      	
              7.

            	
              ASSIGNMENT
                AND BINDING EFFECT.

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the Executive and
      the Executive’s heirs, executors, personal representatives, assigns,
      administrators and legal representatives. Because of the unique and personal
      nature of the Executive’s duties under this Agreement, neither this Agreement
      nor any rights or obligations under this Agreement shall be assignable by the
      Executive. This Agreement shall be binding upon and inure to the benefit of
      the
      Company and its successors, assigns and legal representatives.

     

    
      	
              8.

            	
              NOTICES.

            


    

     

    All
      notices or demands of any kind required or permitted to be given by the Company
      or the Executive under this Agreement shall be given in writing and shall be
      personally delivered (and receipted for) faxed during normal business hours
      or
      mailed by certified mail, return receipt requested, postage prepaid, addressed
      as follows:

     

    
      	
            	If
              to the Company:	
              Asianada,
                Inc.

            


    

    2121
      Avenue of the Stars

    Suite
      2550

    Los
      Angeles, California 90067

     

    
      	
            	If
              to the Executive:	
              Jeffrey
                A. Schwartz

            


    

    23679
      Calabassas Road

    Suite
      773

    Calabassas,
      California 91302

    


    Any
      such
      written notice shall be deemed received when personally delivered or three
      (3)
      days after its deposit in the United States mail as specified above. Either
      Party may change its address for notices by giving notice to the other Party
      in
      the manner specified in this section.

     

    
      
         

      

      
        viii

        
          

        

      

      
         

      

    

     

    
      	
              9.

            	
              CONFIDENTIALITY
                OF TERMS.

            


    

     

    Executive
      acknowledges that Executive has been informed by the Company that the Company
      would suffer irreparable harm if any of the terms of this Agreement were
      disclosed to any Company employee or any third party. Executive agrees not
      to
      disclose the terms of this Agreement to any other person or entity without
      the
      express prior written consent of the Company’s Board of Directors. This Section
      9 is a material term of this Agreement. If Executive breaches this Section
      9:
      (a) the Company may reduce or terminate the amount of Base Salary owing or
      payable under this Agreement; and/or (b) the Company may exercise any rights
      it
      has under this Agreement including, without limitation, terminating this
      Agreement pursuant to Section 4.1.2.

     

    
      	
              10.

            	
              POLICIES
                AND PROCEDURES.

            


    

     

    Executive
      agrees to strictly comply with all of the Company’s policies and procedures that
      may be in effect from time to time, including, without limitation, the Company’s
      Expense Reimbursement Policies and Procedures, the Company’s Conflict of
      Interest Policies and Procedures, the Company’s Harassment in the Workplace
      Policy, and the Company’s Equal Opportunity Policies and Procedures, if any, and
      to fulfill all such duties and requirements set forth therein.

     

    
      	
              11.

            	
              CHOICE
                OF LAW.

            


    

     

    This
      Agreement is made in Los Angeles, California. This Agreement shall be construed
      and interpreted in accordance with the laws of the State of
      California.

     

    
      	
              12.

            	
              INTEGRATION.

            


    

     

    This
      Agreement contains the complete, final and exclusive agreement of the Parties
      relating to the terms and conditions of the Executive’s employment, and
      supersedes all prior and contemporaneous oral and written employment agreements
      or arrangements between the Parties.

     

    
      	
              13.

            	
              AMENDMENT.

            


    

     

    This
      Agreement cannot be amended or modified except by a written agreement signed
      by
      the Executive and an executive officer of the Company (other than
      Executive).

     

    
      	
              14.

            	
              WAIVER.

            


    

     

    No
      term,
      covenant or condition of this Agreement or any breach thereof shall be deemed
      waived, except with the written consent of the Party against whom the wavier
      is
      claimed, and any waiver or any such term, covenant, condition or breach shall
      not be deemed to be a waiver of any preceding or succeeding breach of the same
      or any other term, covenant, condition or breach.

     

    
      	
              15.

            	
              SEVERABILITY.

            


    

     

    The
      finding by a court of competent jurisdiction of the unenforceability, invalidity
      or illegality of any term, word, phrase or provision of this Agreement shall
      not
      render any other term, word, phrase or provision of this Agreement
      unenforceable, invalid or illegal. Such court shall have the authority to modify
      or replace the invalid or unenforceable term, word, phrase or provision with
      a
      valid and enforceable term, word, phrase or provision which most accurately
      represents the Parties’ intention with respect to the invalid or unenforceable
      term, word, phrase or provision.

     

    
      
         

      

      
        ix

        
          

        

      

      
         

      

    

     

    
      	
              16.

            	
              INTERPRETATION;
                CONSTRUCTION.

            


    

     

    The
      headings set forth in this Agreement are for convenience of reference only
      and
      shall not be used in interpreting this Agreement. This Agreement has been
      drafted by legal counsel representing the Company, but the Executive has been
      encouraged, and has had the opportunity to consult with, Executive’s own
      independent counsel and tax advisors with respect to the terms of this
      Agreement. The Parties acknowledge that each Party and its counsel has reviewed
      and revised, or had an opportunity to review and revise, this Agreement, and
      the
      normal rule of construction to the effect that any ambiguities are to be
      resolved against the drafting Party shall not be employed in the interpretation
      of this Agreement.

     

    
      	
              17.

            	
              REPRESENTATIONS
                AND WARRANTIES.

            


    

     

    The
      Executive represents and warrants that Executive is not restricted or
      prohibited, contractually or otherwise, from entering into and performing each
      of the terms and covenants contained in this Agreement, and that Executive’s
      execution and performance of this Agreement will not violate or breach any
      other
      agreements between the Executive and any person or entity.

     

    
      	
              18.

            	
              COUNTERPARTS.

            


    

     

    This
      Agreement may be executed via facsimile or PDF and in two counterparts, each
      of
      which shall be deemed an original, all of which together shall contribute one
      and the same instrument.

     

    
      	
              19.

            	
              TRADE
                SECRETS OF OTHERS.

            


    

     

    It
      is the
      understanding of both the Company and the Executive that the Executive shall
      not
      divulge to the Company and/or its subsidiaries any confidential information
      or
      trade secrets belonging to others, including the Executive’s former employers,
      nor shall the Company and/or its affiliates seek to elicit from the Executive
      any such information. Consistent with the foregoing, the Executive shall not
      provide to the Company and/or its affiliates, and the Company and/or its
      affiliates shall not request, any documents or copies of documents containing
      such information.

     

    
      	
              20.

            	
              ADVERTISING
                WAIVER.

            


    

     

    The
      Executive agrees to permit the Company and/or its affiliates, and persons or
      other organizations authorized by the Company and/or its affiliates, to use,
      publish and distribute advertising or sales promotional literature concerning
      the products and/or services of the Company and/or its affiliates, or the
      machinery and equipment used in the provision thereof, in which the Executive’s
      name and/or pictures of the Executive taken in the course of the Executive’s
      provision of services to the Company and/or its affiliates, appear. The
      Executive hereby waives and releases any claim or right the Executive may
      otherwise have arising out of such use, publication or distribution.


     

    
      
         

      

      
        x

        
          

        

      

      
         

      

    

     

    
      	
              21.

            	
              ARBITRATION.
                ARBITRATION.

            


    

     

    21.1 Arbitrable
      Claims.
      All
      disputes between Executive (and Executive’s attorneys, successors, and assigns)
      and the Company (and its affiliates, shareholders, directors, officers,
      employees, agents, successors, attorneys, and assigns) relating in any manner
      whatsoever to Executive’s employment or the termination of Executive’s
      employment, including, without limitation, all disputes arising under this
      Agreement (“Arbitrable Claims”), shall be resolved by final and binding
      arbitration to the fullest extent permitted by law. All persons and entities
      specified in the preceding sentence (other than Company and Executive) shall
      be
      considered third-party beneficiaries of the rights and obligations created
      by
      this Section 21. Arbitrable Claims shall include, but are not limited to,
      contract (express or implied) and tort claims of all kinds, as well as all
      claims based on any federal, state, or local law, statute, or regulation,
      excepting only claims under applicable workers’ compensation law and
      unemployment insurance claims. By way of example and not in limitation of the
      foregoing, Arbitrable Claims shall include any claims arising under Title VII
      of
      the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the
      Americans with Disabilities Act, and the California Fair Employment and Housing
      Act, the Family Medical Leave Act as well as all claims under any applicable
      state or federal statute including but not limited to the California Labor
      Code,
      and any claims asserting wrongful termination, breach of contract, breach of
      the
      covenant of good faith and fair dealing, negligent or intentional infliction
      of
      emotional distress, harassment, discrimination, negligent or intentional
      misrepresentation, negligent or intentional interference with contract or
      prospective economic advantage, fraud, defamation, invasion of privacy, all
      claims related to disability and all wage or benefit claims, including but
      not
      limited to claims for salary, bonuses, profit participation, commissions, stock,
      stock options, vacation pay, fringe benefits or any form of compensation.
      Arbitration shall be final and binding upon the Parties and shall be the
      exclusive remedy for all Arbitrable Claims, except that the Parties may seek
      interim injunctive relief and other provisional remedies in court as set forth
      in this Agreement. The
      Parties hereby waive any rights they may have to trial by jury or any other
      form
      of administrative hearing or procedure in regard to the Arbitrable
      Claims.

     

    21.2 Procedure.
      Arbitration of Abitrable Claims shall be in accordance with the then existing
      JAMS Rules for the Resolution of Employment Disputes, as amended (“JAMS
      Employment Rules”), as augmented in this Agreement. Arbitration shall be
      initiated as provided by the JAMS Employment Rules, although the written notice
      to the other Party initiating arbitration shall also include a statement of
      the
      claim(s) asserted and all the facts upon which the claim(s) are based. Either
      Party may bring an action in court to compel arbitration under this Agreement
      and to enforce an arbitration award. Otherwise, neither Party shall initiate
      or
      prosecute any lawsuit or administrative action in any way related to any
      Arbitrable Claim. All arbitration hearings under this Agreement shall be
      conducted at the JAMS office located nearest to Irvine, California. The Federal
      Arbitration Act shall govern the interpretation and enforcement of this Section
      21. 

     

    
      
         

      

      
        xi

        
          

        

      

      
         

      

    

     

    21.3 Arbitrator
      Selection and Authority.
      All
      disputes involving Arbitrable Claims shall be decided by a single arbitrator.
      The arbitrator shall be selected by mutual agreement of the Parties within
      thirty (30) days of the effective date of the notice initiating the arbitration.
      If the Parties cannot agree on an arbitrator, then the complaining Party shall
      notify JAMS and request selection of an arbitrator in accordance with the JAMS
      Employment Rules. The arbitrator shall have only such authority to award
      equitable relief, damages, costs, and fees as a court would have for the
      particular claim(s) asserted and any action of the arbitrator in contravention
      of this limitation may be the subject of court appeal by the aggrieved Party.
      No
      other aspect of any ruling by the arbitrator shall be appealable, and all other
      aspects of the arbitrator’s ruling shall be final and non-appealable, except as
      set forth herein. The arbitrator shall have the authority to compel adequate
      discovery for the resolution of the dispute and to award such relief as would
      otherwise be permitted by law. The arbitrator shall be required to issue a
      written arbitration decision including the arbitrator’s essential findings,
      conclusions and a statement of award. The Company shall pay all arbitration
      fees
      in excess of what the Executive would have to pay if the dispute were decided
      in
      a court of law. Except as set forth herein, the arbitrator shall have exclusive
      authority to resolve all Arbitrable Claims, including, but not limited to,
      whether any particular claim is arbitrable and whether all or any part of this
      Agreement is void or unenforceable.

     

    21.4 Confidentiality.
      All
      proceedings and all documents prepared in connection with any Arbitrable Claim
      shall be confidential and, unless otherwise required by law, the subject matter
      thereof shall not be disclosed to any person other than the Parties to the
      proceedings, their counsel, witnesses and experts, the arbitrator, and, if
      involved, the court and court staff All documents filed with the arbitrator
      or
      with a court shall to the extent allowed by law be filed under seal. The Parties
      shall stipulate to all arbitration and court orders necessary to effectuate
      fully the provisions of this subsection 21.4 concerning
      confidentiality.

     

    21.5 Continuing
      Obligations.
      The
      rights and obligations of Executive and Company set forth in this Section 21
      shall survive the termination of Executive’s employment and the expiration of
      this Agreement.

     

    21.6 Exception
      for Injunctive Relief.
      Notwithstanding the foregoing, in order to provide for interim relief pending
      the finalization of arbitration proceedings hereunder, nothing in this Section
      21 shall prohibit the Parties from pursuing, a claim for interim injunctive
      relief, for other applicable provisional remedies, and/or for related attorneys’
fees in a court of competent jurisdiction in order to prevent irreparable harm
      pending the conclusion of the arbitration.

     

    21.7 JAMS
      Appeal.
      The
      Parties also hereby agree to the JAMS Optional Appeal Procedures in the event
      either Party wishes to appeal any aspect of the original single arbitrator’s
      award pursuant to Section 21.3 herein.

     

    21.7.1 The
      appeal panel will consist of three neutral members unless the Parties agree
      that
      there will be one neutral member. Upon the filing of an appeal in accordance
      with Section 20.7.2 below, the JAMS case manager will recommend to the Parties
      an appeal panel and will make any disclosures that are mandated by applicable
      law regarding the candidates for the appeal panel. The case manager will seek
      the agreement of the Parties as to the selection of the appeal panel members.
      If
      the Parties do not agree on the composition of the appeal panel within seven
      (7)
      calendar days of having received the case manager recommendations for the appeal
      panel the JAMS case manager will appoint an appeal panel.

     

    21.7.2 The
      Procedure for filing and arguing an appeal shall be as follows:

     

    (i) any
      Party
      may appeal an arbitration award that has been rendered pursuant to Section
      21.3
      herein and has become final. The appeal must be served, in writing, to the
      JAMS
      case manager and on the opposing Party within fourteen (14) calendar days after
      the arbitration award has become final. The letter or other writing evidencing
      the appeal must specify those elements of the arbitration award that are being
      appealed and must contain a brief statement of the basis for the
      appeal.

     

    
      
         

      

      
        xii

        
          

        

      

      
         

      

    

     

    (ii) Within
      seven (7) calendar days of the service of the appeal, the opposing Party may
      serve on the JAMS case manager and on the opposing Party a cross-appeal with
      respect to any element of the arbitration award. The letter or other writing
      evidencing the cross-appeal must specify those elements of the arbitration
      award
      that are being appealed and must contain a brief statement of the basis for
      the
      cross-appeal.

     

    (iii) The
      record on appeal will consist of the stenographic or other record of the
      arbitration hearing and all exhibits, deposition transcripts, and affidavits
      that had been accepted into the record of the arbitration hearing by the
      original arbitrator selected per Section 21.3. The Parties will cooperate with
      the JAMS case manager in compiling the record on appeal, and the JAMS case
      manager will provide the record to the appeal panel. No evidence not previously
      accepted by the original arbitrator will be considered by the appeal panel,
      unless the basis of the appeal is non-acceptance by the original arbitrator
      of
      certain evidence or unless the appeal panel determines that there is good cause
      to re-open the record pursuant to the applicable JAMS Arbitration
      Rules.

     

    (iv) The
      Parties may elect to rely on the memoranda or briefs previously submitted to
      the
      original arbitrator. In the absence of such election, the JAMS case manager
      will
      obtain the agreement of the Parties on a briefing schedule. If no agreement
      is
      reached, the JAMS case manager will set a reasonable briefing
      schedule.

     

    (v) The
      appeal panel will conduct an oral argument if all Parties request such argument
      or may conduct oral argument, in complex cases or unusual circumstances, on
      its
      own initiative. If there is to be oral argument, the JAMS case manager will
      obtain the agreement of the Parties on both the date of such argument and the
      duration, including the allocation of time. In the absence of agreement, the
      appeal panel will set the date and duration of the oral argument, including
      the
      allocation of time.

     

    21.7.3 Once
      an
      appeal has been timely filed, the arbitration award is no longer considered
      final for purposes of seeking judicial enforcement, modification or vacating
      pursuant to the applicable JAMS Arbitration Rules.

     

    21.7.4 The
      appeal panel will apply the same standard of review that the first-level
      appellate court in the applicable California jurisdiction would apply to an
      appeal from the trial court decision. The appeal panel will respect the
      evidentiary standard set forth in Rule 22(d) of the JAMS Comprehensive
      Arbitration Rules, as amended. The appeal panel may affirm, reverse or modify
      an
      award. The appeal panel may not remand to the original arbitrator, but may
      re-open the record in order to review evidence that had been improperly excluded
      by the original arbitrator or evidence that is now necessary in light of the
      panel’s interpretation of the relevant substantive law. A three-member appeal
      panel will make its decision by majority vote and, absent good cause for an
      extension, will issue the decision within twenty-one (21) calendar days of
      the
      date of either oral argument, the receipt of the new evidence or receipt of
      the
      record and of all briefs, whichever is applicable or later. The appeal panel’s
      decision will consist of a written statement, unless all Parties agree
      otherwise.

     

    
      
         

      

      
        xiii

        
          

        

      

      
         

      

    

     

    21.7.5 If
      a
      Party refuses to participate in the appeal procedure set forth herein after
      having agreed to do so, the appeal panel will maintain jurisdiction over the
      appeal and will consider the appeal as if all Parties were participating,
      including retaining the authority to modify any arbitration award or element
      of
      an arbitration award that had previously been entered in favor of the
      non-participating Party, assuming it finds that the record, after application
      of
      the appropriate standard of appeal, justifies such action.

     

    21.7.6 After
      the
      appeal panel has rendered a decision, JAMS will issue the decision by serving
      copies on the Parties. Service will be deemed effective five (5) calendar days
      after deposit in the U.S. Mail. Upon service of the appeal panel decision,
      the
      arbitration award will be final for purposes of judicial review.

     

    21.8 Severability.
      If for
      any reason all or part of this arbitration provision is held to be invalid,
      illegal, or unenforceable in any respect under any applicable law or regulation
      in any jurisdiction, such invalidity, illegality or unenforceability shall
      not
      affect any other part of this arbitration provision or any other jurisdiction,
      but this provision shall be reformed, construed and enforced in such
      jurisdiction as if such invalid, illegal or unenforceable part or parts of
      this
      arbitration provision had never been contained herein, consistent with the
      general intent of the Parties, as evidenced herein, insofar as
      possible.

     

    I
      have read Section 21 herein and irrevocably agree to arbitrate any dispute
      as
      identified above. /s/
      JS            (Executive’s
      Initials).

     

    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
      above.

     

    
      	 	
              ASIANADA,
                INC.

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Charles Bentz

            	 
	 	
              Name:

            	
              Charles
                Bentz

            	 
	 	
              Title:

            	
              Chief
                Financial Officer

            	 
	 	 
	 	 
	 	
              /s/
                Jeffrey Schwartz

            	 
	 	
              Jeffrey
                Schwartz

            	 


    

    


    
      
         

      

      
        xiv