Unassociated Document


    
      Exhibit
10.6

    

     

    Mobile
Video Development, Inc.

     

    March  31,
2009

     

    
      	
              To:

            	
              BRUCE
      GOLDSTEIN

            
	 
      	 
      
	
              From:

            	
              MAURIZIO
      VECCHIONE

            
	 
      	 
      
	
              Re:

            	
              Personal
      Services

            


    

     

    Dear
Bruce:

     

    This
letter will confirm the interest of Mobile Video Development, Inc. (“MVDI” or
“the Company”) in engaging your personal services, on behalf of Universal Management, as a
consultant and request that you act in the capacity of  President and
Chief Executive Officer.  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 approved 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.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In the
unlikely event of any dispute between you and MVDI, the laws of the State of New
York will be applicable.  Please acknowledge 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

                	
                   

                


        

      

    

    
       

      Maurizio
Vecchione, Chairman of the Board

    

     

    The
undersigned hereby consents and agrees to the preceding:

     

    Consultant:

     

    Universal
Management, Inc.

     

    
      
        	
                By

              	  
      	 
      	
                Dated:
      March 31, 2009

              


      

    

     

    Bruce
Goldstein

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
“A”

     

    General Terms and
Conditions

     

    
      	
              1.

            	
              Duties: You
      shall serve as President, Chief
      Executive Officer and a Member of the Board of Directors of
      MVDI.  In addition to the duties of President/Chief Executive
      Officer, you shall also provide overall management of MVDI, execution of
      its strategic plan, supervise its business activities and employees, and
      provide oversight and general supervision of a number of areas: (A)
      oversight of corporate governance and regulatory compliance, (B) provide
      management reporting and compensation recommendations to the MVDI’s Board
      of Directors, (C) develop corporate business policy, (D) be generally
      responsible for achievement of key metrics and goals or targets
      established by the Board of Directors, (E) provide oversight of technology
      and product infrastructure, (F) identification engagement and management
      of all key vendors and outsourced services,(G) management and employee
      recruitment, and, (H.  Generally, you will be responsible to
      report to the Board of Directors. You understand that the Company is in
      the process of becoming a public listed company. You understand and agree
      that your duties might expand once the Company in a manner consistent with
      the requirement of Chief Executive Officers in public companies. This
      might include signing certifications, reports and other financial
      reporting as required by Securities
regulators.

            


    

     

    
      	
              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 a full time basis and you
      will generally devote 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. You also agree to spend time on the company’s
      premises in a manner consistent with your
  duties.

            


    

     

    
      	
              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 $20,000.00 per month for each month or part
      thereof  worked on behalf of MVDI.  An initial
      retainer of $20,000.00 shall be payable upon execution of this Agreement
      against all monthly billings.  Compensation shall be payable on
      the first day of each calendar month commencing April 1,
      2009.  Invoices will be paid within five (5) days after receipt
      by MVDI.

            


    

     

    
      	
              4.

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

            


    

     

    
      	
              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 monthly compensation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

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

            


    

     

    
      	
              7.

            	
              Indemnification.  As
      a member of the Board of Directors of MVDI and an officer of the Company,
      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.  You will be named (or
      additional) insured on the policy and will be provided with a Certificate
      of Insurance.

            


    

     

    
      	
              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 MVDI will compensate
      you at an agreed upon rate for these
services.

            


    

     

    
      	
              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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

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