Unassociated Document


    Exhibit
10.7


    Mobile
Video Development, Inc.

     

    March
31, 2009

     

    
      
        
          	
                  To:

                	
                  Barry
      Hall

                
	 
      	 
      
	
                  From:

                	
                  Bruce
      Goldstein

                
	 
      	 
      
	
                  Re:

                	
                  Personal
      Services

                


        

      

    

     

    Dear
Barry:

     

    This
letter will confirm the interest of Mobile Video Development, Inc. (“MVDI” or
“the Company”) in engaging your personal services which shall be provided by
Carlaris, Inc., as a consultant and request that you act in the capacity of
Chief Financial Officer of MVDI.  We believe that you have relevant
knowledge of the wireless communications industry, in general, as well as
intimate familiarity of the MVDI business plan, and such knowledge is expected
to be of value to MVDI in connection with the anticipated commercial launch of
its new and innovative, proprietary peer-to-peer video syndication business
tentatively identified as the “Thwapr” (the “Project”) being developed by
MVDI.

     

    It is
anticipated that you will provide your personal services to MVDI as described on
Exhibit “A” attached hereto, and otherwise as may be reasonably requested from
time to time and mutually agreed in writing by you and MVDI (the
“Services”).  Your services are considered to be ‘at will’ and your
Services may be terminated by you or MVDI with or without cause at any time
subject to the requirements for notice as set forth on Exhibit “A”.

     

    We ask
that you allow MVDI to use your name, likeness and biographical information on
MVDI’s website and other corporate communications offered by MVDI to the public
in connection with the Project.

     

    We assume
that in asking you to render the Services, you are not a party to or otherwise
subject to any agreements or restrictions that would prohibit you from entering
into this Agreement and rendering the Services as contemplated by this Agreement
in accordance with the terms hereof, and this Agreement and the transactions
contemplated hereby will not infringe or conflict with, and are not inconsistent
with, the rights of any other person or entity.

     

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    In the
unlikely event of any dispute between you and MVDI, the laws of the State of New
York will be applicable.  Please acknowledge of receipt of this letter
and your agreement to its terms by signing and returning to us a copy of this
page.  We look forward to working with you!!

     

    
      Mobile
Video Development, Inc.

    

     

    
      By
________________________________

    

     

    
      Bruce
Goldstein,

    

     

     The
undersigned hereby consents and agrees to the preceding:

     

    Consultant:

     

    Carlaris,
Inc.

     

    
      
        	
                By
      _________________________________

              	
                Dated:
      March 31, 2009

              


      

    

     

    Barry
Hall, Its President and

     

    Individually

     

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    Exhibit
“A”

     

    General Terms and
Conditions

     

    
      	
              1.

            	
              Duties: You
      shall serve as Chief Financial Officer of MVDI.  In addition to
      the duties of Chief Financial Officer, you shall also be responsible for
      overall financial management and treasury functions for MVDI, devise,
      implement and manage all financial controls, policies and procedures,
      supervise its accounting and tax reporting activities and manage employees
      engaged in providing accounting and treasuring functions.  In
      that regard, you shall provide general oversight and supervision of a
      number of areas: (A) corporate regulatory compliance, tax and securities
      filings, (B) manage all audit activities and coordinate the services of
      MVDI’s outside auditors, (C) manage corporate contracts with outside
      vendors, (D) be generally responsible for tracking and reporting of key
      financial metrics and goals or targets established by the Board of
      Directors, (E) provide oversight of credit and risk management, pricing
      and define as well as monitor customer credit policies, (F) monitor and
      manage accounts receivables, and cash flow management, (G) establish and
      monitor budgeting and forecasting of financial
      affairs.  Generally, you will be responsible to report to the
      CEO, Chairman of the Board of Directors and the Board itself. You have
      been advised that the Company is contemplating entering into a transaction
      whereby it may become a public company. You understand that your duties,
      in that event, shall include all duties normally associated with the
      preparation and management of accounting, financial reporting and
      regulatory compliance of a public
company.

            


    

     

    
      	
              2.

            	
              Time
      Commitment:  MVDI acknowledges that while you have other
      business interests and consulting arrangements that require some of your
      time and attention, you have agreed to serve on an adeguate time basis to
      fulfill the duties contemplated here, and you will generally devote up to
      sixty percent (60.0%) of your full productive energies to performing your
      responsibilities and duties.  MVDI agrees that so long as such
      other existing business activities do not interfere with your commitment
      to MVDI, you may continue to pursue such other activities so long as you
      do not engage in any activity that is directly or indirectly competitive
      with the business of MVDI.

            


    

     

    
      	
              3.

            	
              Compensation:
      In addition to any compensation otherwise payable to all members of the
      Board of Directors in their capacities as directors, you shall be
      compensated at a rate of $923.00 per day, (or its hourly equivalent),
      worked on behalf of MVDI. An initial retainer of $12,000.00 shall
      be due and payable upon execution of this Agreement. Compensation shall be
      payable on the first day of each calendar month commencing April 1, 2009.
      Beginning September 1, 2009 the retainer will be increased to $15,000.00.
      Invoices will be paid within five (5) days after receipt by MVDI. You are
      expected to provide monthly invoices to the Company showing details of the
      time being billed to the Company.

            


    

     

    
      	
              4.

            	
              Termination: At
      least ninety (90) days advance written notice of
    termination.

            


    

     

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              5.

            	
              Benefits:  As
      a consultant, you will be treated as an independent contractor and not as
      an employee of MVDI.  Therefore, you will not be entitled to any
      form of benefits provided to regular, full time employees of
      MVDI.  You will not be entitled to any additional form of
      compensation for attending meetings of the MVDI Board of Directors other
      than your daily rate of
compensation.

            


    

     

    
      	
              6.

            	
              Successors and
      Assigns.  This Agreement shall be assumed by any
      successor-in-interest or assigns of
MVDI.

            


    

     

    
      	
              7.

            	
              Indemnification.  As
      an officer of MVDI, you shall be accorded full indemnification by MVDI for
      your acts and omissions as an officer of MVDI, and shall be covered by
      MVDI’s directors’ and officers’ errors and omissions liability insurance
      coverage and, in the event MVDI becomes a company or subsidiary of a
      company with publicly traded securities, MVDI, or such parent, shall
      maintain directors’ and officers’ errors and omissions liability insurance
      coverage with a limit of at least $5.0 million in
  coverage.

            


    

     

    
      	
              8.

            	
              Work for
      Hire.  We do ask that you disclose to MVDI all
      inventions, improvements and other innovations related to the Project that
      you may make or conceive in the course of serving as a consultant to MVDI,
      if such inventions, improvements and/or other innovations are related to
      the Project and the Services performed by you for MVDI and whether or not
      the same are eligible for patent, copyright, trademark, trade secret or
      other legal protection ("Innovations"), and such Innovations shall be
      deemed to constitute “work for hire”.  By your acceptance of
      this letter agreement, you agree that all Innovations made in the course
      of doing business for MVDI that are unrelated to your other business
      activities but result from your participation as a consultant to MVDI will
      be the sole and exclusive property of MVDI.  It is the intent of
      the parties that efforts and specific responsibilities under this
      Agreement shall be separate and distinct from those duties performed by
      you in your other business activities.  At MVDI's request and
      expense, during and after the time period of your performing the Services,
      you agree to assist and cooperate with MVDI in all respects and will
      execute documents, and, subject to your reasonable availability, take
      further actions reasonably requested by MVDI to obtain for, maintain and
      enforce patent, copyright, trademark, trade secrets and other legal
      protection for the Innovations to be owned by
  MVDI.

            


    

     

    
      	
              9.

            	
              Non-Disclosure.  During
      and after the period of this Agreement, you agree that you will not use or
      disclose or instruct anyone else to use or disclose any non-public,
      proprietary trade secrets that belong to MVDI and relate to the Project,
      MVDI’s protocols, non-public proprietary technology, intended services,
      products, vendors or customers (the “Confidential Information”), except as
      may be necessary in the performance of the Services or as may be
      authorized in advance by appropriate executives of
      MVDI.  "Confidential Information" shall include the Innovations,
      other scientific information, programs and data, formulations, ingredient
      lists, business strategies, financial information, forecasts, personnel
      information, customer lists, trade secrets and any other non-public
      proprietary, technical or business information, whether given to you
      orally, in writing, electronically or by any other means. These
      restrictions, however, will not apply to Confidential Information that has
      become known to the public generally through no fault or breach of yours
      or that MVDI or MVDI regularly gives to third parties without restriction
      on use or disclosure.  Upon termination of your Services to
      MVDI, we ask that you promptly deliver to MVDI all documents and materials
      of any nature pertaining to your Services and containing any Confidential
      Information.

            


    

     

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              10.

            	
              Definitive
      Agreement.  By your initial below, you acknowledge that
      the terms of this Memorandum shall be incorporated into a more definitive
      employment or consulting services agreement in the discretion of the
      Company but based upon the general terms and conditions set forth
      herein.

            


    

     

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