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                                                                   EXHIBIT 10.13


                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
effective (the "Effective Date") as of the closing date of the proposed initial
public offering of Global Traffic Network, Inc., a Delaware corporation located
at 7521 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128 (the
"Company"), by and between the Company and Dale C. Arfman, with a mailing
address of 16480 Reddington Drive, Reddington Beach, Florida 33708 (the
"Employee").


                                   BACKGROUND

     A. The Company desires to employ Employee as the Company's Treasurer and
Secretary in accordance with the terms and conditions of this Agreement, and
wishes to obtain reasonable protection against unfair competition from Employee
following termination of employment and to protect itself against unfair
competition and the use of its confidential business and technical information.

     B. Employee wishes to provide services to the Company in exchange for
compensation and is willing to grant the Company the benefits of the various
covenants contained herein.


                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing facts, the mutual
covenants set forth herein and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

     1. Employment. The Company hereby employs Employee as the Company's
Treasurer and Secretary, and Employee hereby accepts such employment and agrees
to serve the Company to the best of his ability, promoting the Company's
interests and business and devoting substantially all of his business time,
energy and skill to such employment.

     2. Duties and Powers. While Employee is employed hereunder, and excluding
any periods of vacation, sick, disability or other leave to which Employee may
be entitled, Employee agrees to devote substantially all of Employee's attention
and time during normal business hours to the business and affairs of the Company
and, to the extent necessary to discharge the responsibilities assigned to
Employee pursuant hereto and under the Company's bylaws as amended from time to
time, to use Employee's reasonable best efforts to perform faithfully and
efficiently such responsibilities as set forth in EXHIBIT A attached hereto.
Employee shall perform such duties under the direction of, and shall report to,
the Company's Chief Executive Officer, President or Board of Directors (the
"Board") or a committee thereof. Employee shall comply with the Company's
policies and procedures; provided, however, that to the extent such policies and
procedures are inconsistent with this Agreement, the provisions of this
Agreement shall control.

     3. Term. The Employee's appointment and position hereunder shall be
effective as of the Effective Date. This Agreement shall continue for three (3)
years after the Effective Date or until earlier terminated as provided pursuant
to Section 8.

     4. Salary. As described above, the Company shall pay to Employee an annual
salary of Fourteen Thousand Five Hundred Eighty-Three and 33/100 Dollars
($14,583.33) per month, the


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equivalent of One Hundred Seventy-Five Thousand Dollars ($175,000) per year,
according to the Company's normal payroll business practice, commencing on the
Effective Date. On or prior to each anniversary date of this Agreement, the
Board will review and evaluate the performance of Employee, and may increase
Employee's salary hereunder.

     5. Discretionary Annual Bonus. The Board may in its discretion determine to
grant cash bonus compensation to Employee or a bonus in the form of stock awards
or grants of options to purchase capital stock of the Company.

     6. Other Benefits. Employee shall be entitled to participate in or receive
benefits under any employee-benefit plan made available by the Company in the
future to its employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans, specifically Employee is
entitled to receive medical, dental and life insurance consistent with plan
benefits enjoyed by members of the Company management. Nonetheless, in its sole
discretion the Company may amend or terminate any such employee-benefit plan
providing benefits generally to its employees. Employee shall be entitled to an
aggregate of two weeks of paid vacation in each calendar year.

     7. Reimbursement of Business Expenses. Upon presentation of appropriate
receipts and/or vouchers, the Company shall reimburse Employee for the
reasonable and necessary expenses he incurs in connection with the performance
of his duties, in accordance with any and all Company's policies and procedures
governing such expenses.

     8. Termination. Notwithstanding the term set forth in Section 3 hereof,
this Agreement may be earlier terminated as set forth below:

          (a) by the Company without Cause (as defined below) upon 30 days
     written notice to Employee;

          (b) by the Company, immediately upon written notice to Employee for
     the following events, each of which would constitute "Cause": (i) Employee
     is convicted of a felony; (ii) Employee has materially breached this
     Agreement; (iii) Employee's material violation of a Company policy that has
     a materially adverse effect on the Company; (iv) Employee's failure to
     perform his duties as the Company's Treasurer and Secretary as required by
     this Agreement, which failure has not been cured by Employee after ten days
     written notice thereof to Employee by the Company; or (v) Employee's
     habitual intoxication, drug use or chemical substance abuse by any
     intoxicating or chemical substance;

          (c) by Employee, upon 30 days written notice to the Company, in the
     event of a material breach of this Agreement by the Company;

          (d) by Employee voluntarily upon at least 30 days written notice to
     the Company, specifying an effective date for such termination; and

          (e) upon the death or disability of Employee. For the purposes of this
     Agreement, Employee's "disability" shall occur if Employee shall become
     incapacitated by accident or illness and, in the sole determination of the
     Board, shall be unable to perform the duties of the positions he then
     occupies with reasonable accommodation for a period of time of not less
     than 90 consecutive days, and the Company provides 30 days written notice
     to the Employee at any time after such period of disability.


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                  In the event of any termination occurring by virtue of
         paragraphs (a) through (e) above, Employee shall be entitled to
         compensation and benefits, if any, accrued through the effective date
         of termination. Furthermore, if Employee's employment is terminated
         pursuant to paragraphs (a) or (c) above, he shall continue to receive
         the salary payments specified in Section 4 for the 18-month period
         immediately following the effectiveness of any such termination (the
         "Severance Payments").

     9. Confidential Information.


               (a) Employee will hold all Confidential Information (as defined
          below) in the strictest confidence and never use, disclose or publish
          any Confidential Information without the prior express written
          permission of the Company and its Board. Employee agrees to maintain
          control over any Confidential Information obtained, and restrict
          access thereto to the Company's employees, agents or other associated
          parties who have a need to use such Confidential Information for its
          intended purpose. Employee agrees to advise and inform any party to
          whom he has provided access to the Confidential Information of its
          confidential nature, and further agrees to ensure that such parties be
          bound by the terms and obligations of this Agreement that relate to
          confidentiality.

               (b) Upon the Company's request, all records and any compositions,
          articles, devices and other items which disclose or embody
          Confidential Information, including all copies or specimens thereof in
          Employee's possession, whether prepared or made by Employee or others,
          will be delivered to the Company.

               (c) All documents and tangible items provided to Employee by the
          Company or created by Employee for use in connection with his
          employment by the Company are the sole and exclusive property of the
          Company and shall be promptly returned to the Company upon termination
          of employment with the Company, together with all copies, recordings,
          notes or reproductions of any kind made from or about the documents
          and tangible items or the information they contain.

               (d) For purposes of this Agreement and subject to the following
          paragraph, the term "Confidential Information" shall mean all
          information developed by Employee as a result of his work with, for,
          on behalf of or in conjunction with the Company and any information
          relating to the Company's processes and products, including
          information relating to research, development, manufacturing,
          know-how, formulae, product ideas, inventions, trade secrets, patents,
          patent applications, systems, products, programs and techniques and
          any secret, proprietary or confidential information, knowledge or data
          of the Company. All information disclosed to Employee or to which
          Employee obtains access, whether originated by Employee or by others,
          which is treated by the Company as "Confidential Information," or
          which Employee has a reasonable basis to believe is "Confidential
          Information," will be presumed to be "Confidential Information."

                  Notwithstanding the foregoing definition, the term
         "Confidential Information" will not apply to information which (i)
         Employee can establish by documentation was known to Employee prior to
         its receipt by Employee from the Company, (ii) is lawfully disclosed to
         Employee by a third party not deriving such information from the
         Company, or (iii) is presently in the public domain or becomes a part
         of the public domain through no fault of Employee.

               (e) The Company shall in turn keep all personal nonpublic
          information about Employee that the Company may now have or hereafter
          acquire in strict confidence and shall not



                                       3

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          disclose any such personal nonpublic information except as required by
          law or ordered by a court of competent jurisdiction, or with the
          consent, express or implied, of Employee himself.

     10. Restrictive Covenants. Employee agrees that during the period Employee
is employed by the Company (commencing on the Effective Date) and continuing for
a period one year following the termination of this Agreement for any reason or
no reason, Employee will not, without the prior express written consent of the
Company, directly or indirectly, engage in any of the following actions:

          (a) render services, advice or assistance to any corporation, person,
     organization or other entity which engages in the provision of traffic
     and/or news information to radio and television stations anywhere outside
     of the United States, or engage in any such activities in any capacity
     whatsoever, including without limitation as an employee, independent
     contractor, officer, director, manager, beneficial owner, partner, member
     or shareholder of any provider of traffic and/or news information;
     provided, however, that Employee may be a shareholder of a corporation
     other than the Company, required to file periodic reports with the
     Securities and Exchange Commission under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 where his total holdings are less than one
     percent of the issuing corporation's issued and outstanding publicly traded
     securities; or

          (b) induce, solicit, endeavor to entice or attempt to induce any
     customer, supplier, licensee, licensor or other business relation of the
     Company to cease doing business with the Company, or in any way interfere
     with the relationship between any such customer, vendor, licensee, licensor
     or other business relation and the Company; or

          (c) induce, solicit or endeavor to entice or attempt to induce any
     employee of the Company to leave the employ of the Company, or to work for,
     render services or provide advice to or supply confidential business
     information or trade secrets of the Company to any third person or entity,
     or to in any way interfere adversely with the relationship between any such
     employee and the Company.

     11. Conflicts of Interest. Employee agrees that he will not, directly or
indirectly, transact business with the Company for his own benefit, or as agent,
owner, partner or shareholder of any other entity; provided, however, that any
such transaction may be entered into if approved by a majority of the
disinterested directors serving on the Board after full disclosure.

     12. Further Assurances. Each party shall, without further consideration,
execute such additional documents as may be reasonably required in order to
carry out the purpose and intent of this Agreement.

     13. Arbitration.


          (a) The parties will, to the greatest extent possible, endeavor to
     resolve any disputes relating to the Agreement through amicable
     negotiations. Failing an amicable settlement, any controversy, claim or
     dispute arising under or relating to this Agreement, including the
     existence, validity, interpretation, performance, termination or breach of
     this Agreement, will finally be settled by binding arbitration before a
     single arbitrator (the "Arbitration Tribunal") which will be jointly
     appointed by the parties. The Arbitration Tribunal shall self-administer
     the arbitration proceedings utilizing the Commercial Rules of the American
     Arbitration Association ("AAA"); provided, however, the AAA shall not be
     involved in administration of the arbitration. The arbitrator must be a
     retired judge of a state or federal court of the United States or a
     licensed lawyer with at least five years of corporate or commercial law
     experience and have at least an AV



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     rating by Martindale Hubbell. If the parties cannot agree on an arbitrator,
     either party may request the AAA to appoint an arbitrator which appointment
     will be final.

          (b) The arbitration will be held in that particular State and
     municipal location in which the Company's headquarters, at the time of any
     such arbitration's institution, is located. Each party will have discovery
     rights as provided by the Federal Rules of Civil Procedure within the
     limits imposed by the arbitrator; provided, however, that all such
     discovery will be commenced and concluded within 60 days of the selection
     of the arbitrator. It is the intent of the parties that any arbitration
     will be concluded as quickly as reasonably practicable. Once commenced, the
     hearing on the disputed matters will be held four days a week until
     concluded, with each hearing date to begin at 9:00 a.m. and to conclude at
     5:00 p.m. The arbitrator will use all reasonable efforts to issue the final
     written report containing award or awards within a period of five business
     days after closure of the proceedings. Failure of the arbitrator to meet
     the time limits of this Section 13 will not be a basis for challenging the
     award. The Arbitration Tribunal will not have the authority to award
     punitive damages to either party. Each party will bear its own expenses,
     but the parties will share equally the expenses of the Arbitration
     Tribunal. The Arbitration Tribunal shall award attorneys' fees and other
     related costs payable by the losing party to the successful party as it
     deems equitable. This Agreement will be enforceable, and any arbitration
     award will be final and non-appealable, and judgment thereon may be entered
     in any court of competent jurisdiction. Notwithstanding the foregoing,
     claims for injunctive relief, may be brought in a state or federal court in
     the state court in Las Vegas, Nevada.

     14. General Provisions. This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Nevada without regard to its
conflicts-of-law provisions. The venue for any action hereunder shall be in Las
Vegas, Nevada. If any provision of this Agreement shall be held by any court of
competent jurisdiction to be illegal, invalid or unenforceable, such provision
shall be construed and enforced as if it had been more narrowly drawn so as not
to be illegal, invalid or unenforceable, and such illegality, invalidity or
unenforceability shall have no effect upon and shall not impair the
enforceability of any other provision of this Agreement. This Agreement contains
the entire understanding of the parties with regard to all matters contained
herein. There are no other agreements, conditions or representations, oral or
written, expressed or implied, with regard to the matters contained in this
Agreement other than those referenced in this paragraph. This Agreement
supersedes all prior agreements relating to the matters contained herein. This
Agreement is and shall be binding upon the heirs, personal representatives,
legal representatives, successors and assigns of the parties hereto; provided,
however, that Employee may not assign this Agreement because the services to be
rendered hereunder are unique and personal in nature. This Agreement may be
amended only in writing, signed by both parties. Any waiver by either party of
compliance with any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any other provision of this Agreement, or
of any subsequent breach by such party of a provision of this Agreement. Any
notice to be given under this Agreement by either Employee or the Company shall
be in writing and shall be effective upon personal delivery or delivery by mail,
registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the party at the address set forth at the
beginning of this Agreement, but each party may change its or his address by
written notice in accordance with this paragraph. Notice delivered personally
shall be deemed given as of actual receipt and mailed notices shall be deemed
given as of three business days after mailing. The parties hereby mutually
represent and warrant that they are authorized to execute and deliver this
Agreement, that this Agreement will be valid and enforceable against each party
upon their execution and delivery of the same, and that there are no restrictive
agreements binding them which may affect their ability to perform their
respective obligations hereunder. If any party is made or shall become a party
to any litigation (including arbitration) commenced by or against the other
party involving the enforcement of any of the rights or remedies of such party,
or arising on account of a default of the other party in its performance of any
of the other party's obligations hereunder, then the parties


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shall bear their own expenses and attorneys' fees. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same agreement.
Signatures delivered by facsimile and other means of electronic communication
shall be valid and binding to the same extent as original signatures.




                             Signature Page Follows



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         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
on this 18th day of November, 2005.



                                          COMPANY:

                                          GLOBAL TRAFFIC NETWORK, INC.
                                          a Delaware corporation



                                          By:      /s/ William L. Yde III
                                             -----------------------------------
                                             William L. Yde III, Chief Executive
                                             Officer


                                          EMPLOYEE:



                                          /s/ Dale C. Arfman
                                          --------------------------------------
                                          Dale C. Arfman






                     Signature Page -- Employment Agreement



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                                    EXHIBIT A

Duties of Employee:










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