digitalpost_ex1031.htm


Exhibit 10.31 





  EMPLOYMENT AGREEMENT







This EMPLOYMENT AGREEMENT (the "Agreement") dated as of March 29, 2010 


(the "Date of this Agreement"), is made by and between DigitalPost Interactive, Inc., a


Nevada corporation (the "Employer"), and Michael Sawtell (the "Executive").







      WHEREAS, the Employer wishes to employ the Executive on the terms set


      forth below.







      WHEREAS, Executive wishes to accept such employment.







      Accordingly, the parties hereto agree as follows:







      1.    Term. The Employer hereby employs the Executive, and the Executive


hereby accepts such employment, for an initial term commencing as of the Date of


this Agreement and ending on the third anniversary of such date, unless sooner


terminated in accordance with the provisions below, and in Section 4 or Section 5; with


such employment to continue thereafter for successive one-year periods in


accordance with the terms of this Agreement on each anniversary of the Date of


this Agreement (subject to termination as aforesaid) unless either party


notifies the other party in writing not less than thirty (30) days before


expiration of the initial term and each annual renewal thereof (the period


during which the Executive is employed hereunder being hereinafter referred to


as the "Term") of an intent not to renew this Agreement.  To the extent Employer 


does not obtain a minimum of $1,500,000 in financing within 180 days of the Date of 


this Agreement (“Floor Amount”), this agreement shall terminate on such 180th day, 


except for Section 3.3 which shall remain valid pursuant to the terms of this Agreement.


  If financing of at least $1,500,000 is obtained by the Company within the 180 days of the 


Date of this Agreement, then this Agreement shall remain valid and in full force.







      2.    Duties. During the Term, the Executive shall be employed by the


Employer as its Chief Executive Officer (“CEO”), and as such, the Executive shall


faithfully perform for the Employer the duties and have the powers customary for


such position, including general financial oversight of the Employer's


operations and preservation of the Company's assets. During the Term, the


Executive shall be required to report to the Board of Directors of the Employer 


(the "BOD"). The Executive shall devote substantially all of his business time and effort to


the performance of his duties hereunder, and shall work primarily at the


Employer's main business offices.







      3.    Compensation.







            3.1   Salary. The Employer shall pay the Executive during the Term a


salary at the rate of Two Hundred Twenty Thousand Dollars ($220,000) per annum


(the "Annual Salary"), in accordance with the customary payroll practices of the


Employer applicable to senior executives, provided the payments are no less


frequent than monthly (or, if there is no such policy, payments shall be






  





  











  








semi-monthly). The Annual Salary shall be annually reviewed by the Employer for


possible increases. The Annual Salary shall be subject to possible further


increase from time to time in the discretion of the BOD or such committee of the


Board as they shall designate for such purpose from time to time. Any increased


Annual Salary shall thereupon be the "Annual Salary" for the purposes hereof.


The Executive's Annual Salary shall not be decreased without his prior written


consent at any time during the Term.







            3.2   Incentive Compensation. During the Term, the


Executive shall be eligible to receive, in addition to his Annual Salary, an


annual bonus (the "Bonus") of up to 35% of the Annual Salary. The amount of such 


Bonus and any performance standards or goals required to be attained in order to 


receive such Bonus shall be set by the BOD or such committee of the Board as they 


shall designate for such purpose from time to time based on, but not limited to, any of 


the following criteria: (i)amount of capital raised for the Employer; (ii) positioning of the 


Employer for a secondary public offering of the Employer's common stock or transfer of


 listing to a national exchange; (iii) valuation attained for the Employer, as measured by 


arm's length investment transactions or market capitalization; (iv) periodic revenues as 


measured by total transaction dollars; and (v) entering into key strategic relationships. 


The Bonus shall be declared on or before the thirtieth day following each quarterly period, 


and paid not later than the last business day of the quarter following the quarter for which the 


Bonus is being paid.  Paid bonus as defined in this section 3.2 only is subject to final approval of


 the board of directors.







           3.3   Stock Options. The Company grants to Executive, as incentive to enter this agreement, an 


option to purchase 3,500,000 shares (the "Options") at an exercise price of $.05 per share.  This grant is 


in addition to the all previous options granted to Executive.  The Options may be intended to qualify as 


"incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 


Such options shall have an exercise price per share as stated in the stock option agreement, which is equal to or 


exceeds the agreed fair market value of shares of Employer's stock as of the date of the stock option agreement. 


Such Options shall vest according to the stock option agreements. The vesting period shall be subject to possible 


acceleration in the discretion of the CEO or such committee of the Board as they shall designate for such purpose 


from time to time. Such options shall become fully vested immediately upon (i) a Change of Control, defined below, o


f the Employer, or (ii) a termination of the executive by Employer without Cause (defined in Section 5.1(a) below, or a 


termination due to resignation by Executive for Good Reason (defined in Section 5.2(a) below), if the same occurs within 


120 days prior to the execution and delivery of an acquisition, merger, consolidation or other agreement which results in a 


Change of Control. For purposes of this Agreement "Change of Control" shall be deemed to have occurred if, as a result of 


a tender offer, other acquisition, merger, consolidation or sale or transfer of assets, any person(s) (as used in Sections


 13(d) or 14(d) of the Securities Exchange Act of 1934 ("SEA")) becomes the beneficial owner (as defined in Rule 13(d)-3 


of the SEA) of a total of fifty percent (50%) or more of either the outstanding shares of Employer's stock or Employer's a


ssets; provided, however, that a change of control shall not be deemed to have occurred if a person who beneficially 


owned 50% or more of the Employer's stock as of the effective date of this Agreement continued to






  





  











  








do so during the term of this Agreement. The terms of this Section 3.3 shall be included in


 the applicable stock option agreement between Employer and Executive relating to the issuance 


of the Options.  The Options granted under this agreement, any previous options granted to 


Executive prior to this agreement and any other convertible securities or warrants previously 


issued to Executive shall be changed whereby the exercise price or conversion price shall 


become the same price per share equal to any lower priced subsequent financing made after the date of 


this agreement.  For example, if at a later date after this agreement the Company issues common 


stock for $.025 per share, then the exercise price of the Options shall be changed from $.05 per 


share to $.025 per share with all other terms of the Options remaining the same, except for the 


lowering of the exercise price.







            3.4   Benefits. Except otherwise provided herein, the Executive


shall be entitled to participate in any group life, medical or disability


insurance plans, health programs, retirement plans, fringe benefit programs and


similar benefits that may be available to other senior executives of the


Employer generally, on the same terms as such other executives, to the extent


that the Executive is eligible under the terms of such plans or programs as they


may be in effect from time to time. Employer will provide coverage for the


Executive under the Employer's health benefits plan and will pay 100% of the


cost of spouse or dependent coverage. Coverage under the health benefits plan 


will be in effect commencing with the first month following ninety (90) days of employment.







3.5   Expenses. The Employer shall pay or reimburse the Executive


for all ordinary and reasonable out-of-pocket expenses actually incurred (and,


in the case of reimbursement, paid) by the Executive during the Term in the


performance of the Executive's services under this Agreement, provided that the


Executive submits proof of such expenses, with the properly completed forms as


prescribed from time to time by the Employer, no later than 30 days after the


end of the monthly period in which such expenses have been so incurred. In


addition, the Employer will pay the Executive's reasonable basic relocation


expenses, if any, which shall consist of airfare, moving company expenses and


hotel stays during the transition period, such expenses to be approved in


advance, in writing, by the Company.







           3.6   Car Allowance. The Executive shall be paid nine hundred ($900) per month as an automobile 


allowance which serves as additional incentive to sign this Agreement and hold the office designated herein.  


Payment of the monthly $900 car allowance shall begin the same month this agreement is signed.







3.7 Paid Time Off.  Executive is eligible for paid vacations, personal holidays, and sick leave.  


The Employee handbook describes Employers current policies regarding these benefits.  As a member of 


Employers executive management team, Executive will be eligible to accrue up to five (5) weeks annual paid 


vacation in addition to those paid holidays recognized in Employers policies.







3.8 Unpaid Time Off.  As additional benefit to Executive, in addition to the paid time off in Section 


3.10, Employer shall allow Executive up to two (2) additional






  





  











  








weeks of unpaid vacation annually.  It is Executives sole discretion to take or not take unpaid time off.  


Scheduling of such unpaid time off shall be approved by the CEO.







      4.    Termination upon Death or Disability. If the Executive dies during


the Term, the Term shall terminate as of the date of death, and the obligations


of the Employer to or with respect to the Executive shall terminate in their


entirety upon such date except as otherwise provided under this Section 4. If


the Executive becomes disabled for purposes of the long-term disability plan of


the Employer for which the Executive is eligible, or, in the event that there is


no such plan, if the Executive by virtue of ill health or other disability is


unable to perform substantially and continuously the duties assigned to him for


more than 180 consecutive or non-consecutive days out of any consecutive


12-month period, then the Employer shall have the right, to the extent permitted


by law, to terminate the employment of the Executive upon notice in writing to


the Executive. Upon termination of employment due to death or disability, (i)


the Executive (or the Executive's estate or beneficiaries in the case of the


death of the Executive) shall be entitled to receive any Annual Salary and other


benefits earned and accrued under this Agreement prior to the date of


termination (and reimbursement under this Agreement for expenses incurred prior


to the date of termination), including, but not limited to a pro-rata Bonus for


the year of termination (which in no event shall be less than a similar pro-rata


portion of the Executive's bonus for the preceding year) to be paid at such time


as Bonuses are ordinarily paid; (ii) in the case of termination due to


disability, the Executive shall be entitled to receive his Annual Salary for one year following such 


termination, or the period until long term disability insurance benefits commence under 


disability coverage furnished by the Employer to the Executive; and (iii) the Executive (or, in the case of


his death, his estate and beneficiaries) shall have no further rights to any


other compensation or benefits hereunder on or after the termination of


employment, or any other rights hereunder, except as otherwise provided in the


plans and policies of the Employer.







      5.    Certain Terminations of Employment.







            5.1   Termination for Cause; Termination of Employment by the


Executive without Good Reason.







            (a)   For purposes of this Agreement, "Cause" shall mean the


                  Executive's:







                  (i)   conviction of (or pleading nolo contendere to) a felony


      involving the crime of theft or a related or similar act of unlawful


      taking, or a felony involving the federal or California securities or


      pension laws, or any felony , which results in material economic harm to


      the Employer;







                  (ii)  engagement in the performance of his duties hereunder or


      otherwise to the material and demonstrable detriment of the Employer, in






  





  











  








      willful misconduct, willful or gross neglect, fraud, misappropriation or


      embezzlement;







                  (iii) After notice from the BOD, and, if


      requested by Executive, the opportunity to be heard by the BOD, the failure


 to adhere to the lawful and reasonable directions


      of the Board that are consistent with the terms of this Agreement, or the


      failure to devote substantially all of the business time and effort to the


      Employer (except for any activities expressly authorized by the Employer);







                  (iv)  material breach of any of the provisions of Section 6,


      other than inadvertent breaches; or







                  (v)   breach in any material respect of the terms and


      provisions of this Agreement and failure to cure such breach within thirty


      (30) days following written notice from the Employer specifying such


      breach; provided however, if Executive delivers written notice to Employer


      during the 30 day cure period requesting to be heard at a meeting of the


      BOD, his termination under this Section 5.2(a)(v) shall not


      be effective until such BOD meeting at which Executive had


      an opportunity to be heard.







provided that Cause shall not exist except on written notice given to the


Executive at any time not more than 60 days following the occurrence of any of


the events described above (or, if later, the Employer's knowledge thereof),


which events in any case must have occurred after the effective date of this


Agreement.







            (b)   The Employer may terminate the Executive's employment


hereunder for Cause, and the Executive may terminate his employment for any or


no reason on at least 30 days' and not more than 60 days' written notice given


to the Employer. If the Employer terminates the Executive for Cause, or the


Executive terminates his employment and the termination by the Executive is not


covered by Section 4 or 5.2, (i) the Executive shall receive Annual Salary and


other benefits earned and accrued under this Agreement prior to the termination


of employment (and reimbursement under this Agreement for expenses incurred


prior to the termination of employment); and (ii) the Executive shall have no


further rights to any other compensation or benefits hereunder on or after the


termination of employment, or any other rights hereunder, except as otherwise


provided in the plans and policies of the Employer.







            5.2   Termination by the Employer without Cause; or by Resignation by the Executive


for Good Reason.







            (a)   For purposes of this Agreement, "Good Reason" shall mean,


unless otherwise consented to in writing by the Executive;






  





  











  








                  (i)   a reduction in Annual Salary or in benefits of the


      Executive, or the failure of the Employer timely to make any Annual Salary payment due to the Executive, 


provided that such deferral or failure to pay continues  unremedied for  more than thirty (30) days;







                  (ii)  any action by the Employer that results in a material diminution in the Executive's position, authority, 


duties or responsibilities; provided that the appointment to the office of Chief  Executive Officer of another person 


approved by the Executive shall be deemed not to be a material diminution in the Executive's position,  authority, 


duties or responsibilities;







                  (iii) a material breach of any provision of this Agreement by


      the Employer or;







                  (iv)  a failure of the Employer to have a successor entity


      specifically assume this Agreement.







Notwithstanding the foregoing, (i) Good Reason shall not be deemed to exist


unless notice of termination on account thereof (specifying a termination date


no later than 30 days from the date of such notice) is given no later than 60


days after the time at which the event or condition purportedly giving rise to


Good Reason first occurs or arises (or when the Executive first becomes aware of


such circumstances); and (ii) if there exists (without regard to this clause


(ii)) an event or condition that constitutes Good Reason, the Employer shall


have 30 days from the date notice of such a termination is given to cure such


event or condition and, if the Employer does so fully cure such event or


condition, such event or condition shall not constitute Good Reason hereunder.







            (b)   The Employer may terminate the Executive's employment at any


time for any reason or no reason and the Executive may terminate the Executive's


employment with the Employer for Good Reason. A notice of non-renewal shall


constitute a termination of employment by the Employer without Cause.







            (c)   If the Employer terminates the Executive's employment and the


termination is not covered by Section 4 or 5.1, or the Executive terminates his


employment for Good Reason, the Executive shall receive:







                  (i)   Annual Salary and other benefits earned and accrued


      under this Agreement prior to the termination of employment (and


      reimbursement under this Agreement for expenses incurred prior to the


      termination of employment);







                  (ii)  the greater of (A) the Annual Salary for the unexpired


      Term of this Agreement, payable in payments with standard payroll periods,


       or (B) two (2) times the Annual Salary payable in payments with standard payroll periods;







                  (iii) not applicable;






  





  











  













                  (iv)  reimbursement for COBRA payments equal to employee's


      regular monthly contributions toward the Executive's health insurance


      benefits for the twenty four (24) month period following the termination date


      if the Executive elects COBRA benefits, and;







                  (v)   the right to exercise any or all vested stock options


      for a period of twenty four (24) months after the effective date of termination


      of Executive's employment; provided however, (A) in the event the


      termination occurs within 120 days of the execution of a Change of Control


      agreement as provided in Section 3.3 above, vesting of all options shall


      be accelerated as provided in Section 3.3 above, and (B) in the event the


      termination occurs at a time not within such 120 day period, for purposes


      of this provision, all unvested options that would have vested had this


      Agreement remained in force through the end of the initial Term, shall be


      fully vested immediately prior to the termination under this Section


      5.2(c); The provisions of this subparagraph (v) shall be included in any


      stock option agreement between the Employer and the Executive.







      In order to be eligible to receive the benefits specified under sections


5.2(c)(ii) - (iv), the Executive must execute a general release of claims in a


form acceptable to the Employer, which shall not apply to the Employer's


obligations described above in this Section 5.2(c).







      6.    Invention, Non-Disclosure and Non-Competition.







            6.1   Inventions and Patents.







            (a)   The Executive will promptly and fully disclose to the Employer


any and all inventions, discoveries, improvements, ideas, developments, designs,


products, formulas, software programs, processes, techniques, technology,


know-how, negative know-how, data, research, technical data and original works


of authorship (whether or not patentable or registrable under patent, copyright


or similar statutes and including all rights to obtain, register, perfect and


enforce those proprietary interests) that are related to or useful in the


Employer's present or future business or result from use of property owned,


leased, or contracted for by the Employer and which the Executive develops,


makes, conceives or reduces to practice during the Executive's employment by the


Employer, either solely or jointly with others (collectively, the


"Developments"). All such Developments shall be the sole property of the


Employer, and the Executive hereby assigns to the Employer, without further


compensation, all of the Executive's right, title and interest in and to such


Developments and any and all related patents, patent applications, copyrights,


copyright applications, trademarks, service marks and trade names in the United


States and elsewhere.







            (b)   The Executive shall disclose promptly to an officer or to


attorneys of the Employer in writing any inventions, discoveries, improvements,






  





  











  








ideas, developments, designs, products, formulas, software programs, processes,


techniques, technology, know-how, negative know-how, data, research, technical


data and original works of authorship, whether or not patentable or registrable


under patent, copyright or similar statutes, the Executive may conceive, make,


develop or work on, in whole or in part, solely or jointly with others during


the Executive's employment, for the purpose of permitting the Employer to determine


whether they constitute Developments. The Employer shall receive such


disclosures in confidence.







            (c)   The Executive will keep and maintain adequate and current


written records of all Developments (in the form of notes, sketches, drawings


and as may be specified by the Employer), which records shall be available to


and remain the sole property of the Employer at all times.







            (d)   The Executive will assist the Employer in obtaining and


enforcing patent, copyright, trademark, service marks and other forms of legal


protection for the Developments in any country. Upon request, the Executive will


sign all applications, assignments, instruments and papers and perform all acts


necessary or desired by the Employer to assign all such Developments fully and


completely to the Employer and to enable the Employer, its successors, assigns


and nominees, to secure and enjoy the full and exclusive benefits and advantages


thereof.







            (e)   The Executive understands that the Executive's obligations


under this section will continue after the termination of the Executive's


employment with the Employer and that during the Executive's employment the


Executive will perform such obligations without further compensation, except for


reimbursement of expenses incurred at the request of the Employer. The Executive


further understands that if the Executive is not employed by the Employer as an


employee at the time the Executive is requested to perform any obligations under


this section, the Executive shall receive for such performance a reasonable per


diem fee, as well as reimbursement of any expenses incurred at the request of


the Employer.







            (f)   Any provision in this Agreement requiring the Executive to


assign the Executive's rights in all Developments shall not apply to an


invention that qualifies fully under the provisions of California Labor Code


section 2870, the terms of which are set forth below:







                  (i)   Any provision in an employment agreement which provides


      that an employee shall assign, or offer to assign, any of his or her


      rights in an invention to his or her employer shall not apply to an


      invention that the employee developed entirely on his or her own time


      without using the employer's equipment, supplies, facilities, or trade


      secret information except for those inventions that either:







                        (1)   Relate at the time of conception or reduction to


      practice of the invention to the employer's business, or actual or






  





  











  








      demonstrably anticipated research or development of the employer; or







                        (2)   Result from any work performed by the employee for


      the employer.







            (ii)  To the extent a provision in an employment agreement purports


      to require an employee to assign an invention otherwise excluded from


      being required to be assigned under subdivision (i), the provision is


      against the public policy of this state and is unenforceable.







            6.2   Proprietary Information.







            (a)   The Executive recognizes that the Executive's relationship


with the Employer is one of high trust and confidence by reason of the


Executive's access to and contact with the trade secrets and confidential and


proprietary information of the Employer including, without limitation,


information not previously disclosed to the public regarding current and


projected revenues, expenses, costs, profit margins and any other financial and


budgeting information; marketing and distribution plans and practices; business


plans, opportunities, projects and any other business and corporate strategies;


product information; names, addresses, terms of contracts and other arrangements


with customers, suppliers, agents and employees of the Employer; confidential


and sensitive information regarding other employees, including information with


respect to their job descriptions, performance strengths and weaknesses, and


compensation; and other information not generally known regarding the business,


affairs and plans of the Employer (collectively, the "Proprietary Information").


The Executive acknowledges and agrees that Proprietary Information is the


exclusive property of the Employer and that the Executive shall not at any time,


either during the Executive's employment with the Employer or thereafter


disclose to others, or directly or indirectly use for the Executive's own


benefit or the benefit of others, any of the Proprietary Information.







            (b)   The Executive acknowledges that the unauthorized use or


disclosure of Proprietary Information would be detrimental to the Employer and


would reasonably be anticipated to materially impair the Employer's value.







            (c)   The Executive's undertakings and obligations under this


Section 6.2 will not apply, however, to any Proprietary Information which: (a)


is or becomes generally known to the public through no action on the Executive's


part, (b) is generally disclosed to third parties by the Employer without


restriction on such third parties, (c) is approved for release by written


authorization of the Board, (d) is known to the Executive other than as a result


of work performed for the Employer, or (e) is required to be disclosed by law or


governmental or court process or order.







            (d)   Upon termination of the Executive's employment with the


Employer or at any other time upon request, the Executive will promptly deliver


to the Employer all notes, memoranda, notebooks, drawings, records, reports,






  





  











  








written computer code, files and other documents (and all copies or


reproductions of such materials) in the Executive's possession or under the


Executive's control, whether prepared by the Executive or others, which contain


Proprietary Information. The Executive acknowledges that this material is the


sole property of the Employer.







            6.3   Covenant Not to Compete.







            (a)   During the time that this Agreement is in effect, the


Executive shall not directly or indirectly:







                  (i)   own, engage in, conduct, manage, operate, participate  in, be employed by, be connected 


in any manner whatsoever with, or render  services or advice to (whether for compensation or without 


compensation), any other person or  business entity which, in the sole judgment of the Employer, directly 


or  indirectly competes with the Business of the Employer (as hereinafter defined); or







                  (ii)  recruit or otherwise solicit or induce any employee of


      the Employer to terminate his or her employment with, or otherwise cease


      his or her relationship with, the Employer in order to join any person or


      entity which, in the sole judgment of the Employer, competes with the


      Business of the Employer.







            (b)   For a period of 12 months after the expiration or termination


of this Agreement, the Executive shall not directly or indirectly recruit or


otherwise solicit or induce any employee of the Employer to terminate his or her


employment with, or otherwise cease his or her relationship with, the Employer


in order to join any person or entity which, in the sole judgment of the


Employer, competes with the business of the employer as engaged in at the


expiration or termination of this Agreement.







            (c)   The obligations set forth in paragraphs 6.3(a) and (b) above


shall not restrict the Executive's right to invest in the securities (not to


exceed 1% of the outstanding securities of any class) of any publicly-held


corporation in the management of which the Executive does not participate.







            (d)   For purposes of Section 6.3(a), "Business of the Employer"


means the business of Employer as engaged in internet website provider from time to time 


during the term] of this Agreement.







            6.4   Absence of Restrictions Upon Disclosure and Competition.







            (a)   The Executive hereby represents that, except as the Executive


has disclosed in writing to the Employer on Exhibit A attached hereto, the


Executive is not bound by the terms of any agreement with any previous employer


or other party to refrain from using or disclosing any trade secret or


confidential or proprietary information in the course of the Executive's


employment with the Employer or to refrain from competing, directly or






  





  











  








indirectly, with the business of such previous employer or any other party.







            (b)   The Executive further represents that the Executive's


performance of all the terms of this Agreement and as an employee of the


Employer does not and will not breach any agreement to keep in confidence


proprietary information, knowledge or data acquired by the Executive in


confidence or in trust prior to his employment with the Employer, and the


Executive will not disclose to the Employer or induce the Employer to use any


confidential or proprietary information or material belonging to any previous


employer or others.







            6.5   Other Obligations. The Executive acknowledges that the


Employer from time to time may have agreements with other persons or with the


U.S. Government or agencies thereof, which impose obligations or restrictions on


the Employer regarding inventions made during the course of work under such


agreements or regarding the confidential nature of such work. The Executive


agrees to be bound by all such obligations and restrictions which are made


known to the Executive and to take all action necessary to discharge the


obligations of the Employer under such agreements.







            6.6   Rights and Remedies upon Breach. The Executive acknowledges


and agrees that any breach by him of any of the provisions of Section 6 (the


"Restrictive Covenants") would result in irreparable injury and damage for which


money damages may not provide an adequate remedy. Therefore, if the Executive


breaches any of the provisions of Section 6, the Employer shall have the


following rights and remedies, each of which rights and remedies shall be


independent of the other and severally enforceable, and all of which rights and


remedies shall be in addition to, and not in lieu of, any other rights and


remedies available to the Employer under law or in equity (including, without


limitation, the recovery of damages) the right and remedy to have the


Restrictive Covenants specifically enforced (without posting bond and without


the need to prove damages) by any court having equity jurisdiction, including,


without limitation, the right to an entry against the Executive of restraining


orders and injunctions (preliminary, mandatory, temporary and permanent) against


violations, threatened or actual, and whether or not then continuing, of such


covenants.







      7.    Other Provisions.







            7.1   Severability. The Executive acknowledges and agrees that (i)


he has had an opportunity to seek advice of counsel in connection with this


Agreement and (ii) the Restrictive Covenants are reasonable in geographical and


temporal scope and in all other respects. If it is determined that any of the


provisions of this Agreement, including, without limitation, any of the


Restrictive Covenants, or any part thereof, is invalid or unenforceable, the


remainder of the provisions of this Agreement shall not thereby be affected and


shall be given full effect, without regard to the invalid portions.






  





  











  








            7.2   Duration and Scope of Covenants. If any court or other


decision-maker of competent jurisdiction determines that any of the Executive's


covenants contained in this Agreement, including, without limitation, any of the


Restrictive Covenants, or any part thereof, is unenforceable because of the


duration or geographical scope of such provision, then, after such determination


has become final and unappealable, the duration or scope of such provision, as


the case may be, shall be reduced so that such provision becomes enforceable


and, in its reduced form, such provision shall then be enforceable and shall be


enforced.







            7.3   Resolution of Differences Over Breaches of Agreement. The


parties shall use good faith efforts to resolve any controversy or claim arising


out of, or relating to this Agreement or the breach thereof. If, despite their


good faith efforts, the parties are unable to resolve such controversy or claim


through the Employer's internal review procedures, then such controversy or


claim shall be resolved by binding arbitration before a single, mutually


acceptable arbitrator under the rules of the Judicial Arbitration and Mediation


Service in Orange County, California and judgment upon the award rendered by the


arbitrator(s) may be entered in any court having jurisdiction thereof. If any


contest or dispute shall arise between the Employer and the Executive regarding


any provision of this Agreement, the prevailing party, as determined by the Arbitrator, shall 


be entitled to an award of all legal fees, costs, and expenses reasonably incurred in connection 


with such contest or dispute.







            7.4   Notices. All notices or deliveries authorized or required


pursuant to this Agreement shall be deemed to have been given when in writing


and when (i) deposited in the U.S. mail, certified, return receipt requested,


postage prepaid, or (ii) otherwise delivered by hand or by overnight delivery,


against written receipt, by a common carrier or commercial courier or delivery


service addressed to the parties at the following addresses or to such other


addresses as either may designate in writing to the other party:







     to the Employer:


DigitalPost Interactive, Inc., Inc


                             4040 Barranca Parkway


Irvine, CA  92604












     to the Executive:


Mr. Michael Sawtell


                             4040 Barranca Parkway


Irvine, CA  92604












            7.5   Entire Agreement. This Agreement, together with the Option


Agreement described in Section 3.3, contains the entire agreement between the


parties with respect to the subject matter hereof and supersedes all prior


agreements, written or oral, with respect thereto.






  





  











  













            7.6   Waivers and Amendments. This Agreement may be amended,


superseded, canceled, renewed or extended, and the terms hereof may be waived,


only by a written instrument signed by the parties or, in the case of a waiver,


by the party waiving compliance. No delay on the part of any party in exercising


any right, power or privilege hereunder shall operate as a waiver thereof, nor


shall any waiver on the part of any party of any such right, power or privilege


nor any single or partial exercise of any such right, power or privilege,


preclude any other or further exercise thereof or the exercise of any other such


right, power or privilege.







            7.7   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED


 IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO


 CONFLICTS OF LAWS PRINCIPLES.







            7.8   Assignment. This Agreement, and the Executive's rights and


obligations hereunder, may not be assigned by the Executive; any purported


assignment by the Executive in violation hereof shall be null and void. In the


event of any sale, transfer or other disposition of all or substantially all of


the Employer's assets or business, whether by merger, consolidation or


otherwise, the Employer may assign this Agreement and its rights hereunder;


provided that such assignment shall not limit the Employer's liability under


this Agreement to the Executive.







            7.9   Withholding. The Employer shall be entitled to withhold from


any payments or deemed payments any amount of tax withholding required by law.







            7.10  Binding Effect. This Agreement shall be binding upon and inure


to the benefit of the parties and their respective successors, permitted


assigns, heirs, executors and legal representatives.







            7.11  Counterparts. This Agreement may be executed by the parties


hereto in separate counterparts, each of which when so executed and delivered


shall be an original but all such counterparts together shall constitute one and


the same instrument. Each counterpart may consist of two copies hereof each


signed by one of the parties hereto.







            7.12  Survival. Anything contained in this Agreement to the contrary


notwithstanding, the provisions of Sections 6, 7. 3, 7. 9 and 7.14, and the


other provisions of this Section 7 (to the extent necessary to effectuate the


survival of Sections 6, 7.3, 7.9 and 7.14), shall survive termination of this


Agreement and any termination of the Executive's employment hereunder.







            7.13  Headings. The headings in this Agreement are for reference


only and shall not affect the interpretation of this Agreement.







            7.14  Indemnification; Directors and Officers Insurance. To the


fullest extent permitted by law, the Employer shall indemnify, defend and hold






  





  











  








harmless the Executive from and against all actual or threatened actions, suits


or proceedings, whether civil or criminal, administrative or investigative,


together with all attorneys' fees and costs, fines, judgments or settlements


imposed upon or incurred by the Executive in connection therewith, that arise


from the Executive's employment by, or serving as an officer of, the Employer,


so long as the Executive acted or refrained from acting legally and in good


faith or reasonably believed that his actions or refraining from acting were


legal and performed or omitted in good faith. Employer currently has directors


and officers liability insurance and will use reasonable efforts to maintain


such insurance coverage during the term of this Agreement.







      IN WITNESS WHEREOF, the parties hereto have signed their names as of the


day and year first above written to this Executive Agreement.







 EMPLOYER







 DigitalPost Interactive, Inc.,


a Nevada corporation







By:







 -------------------


Mike Sawtell, CEO, President and Director



























 EXECUTIVE












----------------------


Michael Sawtell