Exhibit
10.8

    

     

    KATES
EMPLOYMENT AGREEMENT

     

    This
EMPLOYMENT AGREEMENT (this “Agreement”) is dated
as of May 13, 2010 (the “Effective Date”)
between Rvue Holdings, Inc., a Nevada corporation (the “Company”), and Jason
M. Kates (“Employee”).

    


    RECITALS:

    


    WHEREAS,
pursuant to that certain Asset Purchase Agreement (the “Asset Purchase
Agreement”), dated as of May 13, 2010, by and among the Company, Rvue,
Inc., a Delaware corporation (“Rvue”), and Argo Digital Solutions, Inc., a
Delaware corporation (“Seller”), the Company
shall acquire from Seller substantially all of the assets of Rvue used in the
operation of the Business, including all of Rvue’s issued and outstanding shares
of common stock (as defined in the Asset Purchase Agreement), subject to the
terms and conditions set forth in the Asset Purchase Agreement (the “Transaction”);

    


    WHEREAS,
pursuant to the terms and conditions of this Agreement, from and after the
Effective Date the Company and Employee desire for Employee to serve as the
President and Chief Executive Officer of the Company, for the compensation and
on the terms and conditions set forth below; and

    


    WHEREAS,
it is a condition to the consummation of the Transaction that the Company and
Employee enter into this Agreement.

    


    NOW,
THEREFORE, in consideration of the foregoing recitals and the promises and
conditions herein contained, the parties, intending to be legally bound, hereby
agree as follows:

     

    1.           Employment.  The
Company hereby employs Employee, and Employee hereby accepts employment with the
Company, as its President and Chief Executive Officer, for the period set forth
in Section 3
hereof, all upon the terms and conditions hereinafter set forth.

     

    2.           Definitions.  For
purposes of this Agreement:

     

    (a)           “Board” shall mean the
Board of Directors of the Company.

     

    (b)           “Cause” shall mean
termination by the Company of Employee’s employment for reasons of (i)
Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony
involving moral turpitude, (ii) persistent dishonesty or fraud, (iii) persistent
willful breaches of the material terms of the Agreement, or (iv) habitual
neglect of the duties which he is required to perform hereunder, provided that,
with respect to (iv) hereof, termination shall be conditioned on Employee’s
failure to cure within fifteen (15) days after receipt of notice from the
Company of such deficiencies.

     

    (c)           “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time, and all regulatory
guidance promulgated thereunder.

     

    
      
        
        

      

      
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    3.           Term.  This
Agreement shall commence on the Effective Date and shall continue for a term of
Three (3) years from and after the Effective Date (the “Initial Term”), and
shall automatically be extended for successive one (1) year terms thereafter
(each successive term, a “Renewal Term” and, collectively with the Initial Term,
the “Term”) unless (i) at least sixty (60) days prior to the end of the
Term of this Agreement, either Employee or the Company notifies the other in
writing that Employee or the Company elects to terminate this Agreement
effective upon the expiration of the Term, or (ii) this Agreement is
terminated in accordance with the terms of Section 4
below.

     

    4.           Termination of
Employment.

     

    (a)           Termination
of Employment by the Company without Cause (Other Than Due to Disability or
Death).

     

    (i)           If,
during the Term, the Company terminates Employee’s employment without Cause
(other than due to Employee’s Disability or death), Employee shall receive, on
the date which is six (6) months after the effective date of such termination
(or Employee’s estate shall receive, as soon as practicable after Employee’s
death, if earlier) in a lump sum in immediately available funds an amount equal
to the aggregate of Employee’s base salary for the remainder of the Term of this
Agreement (at the rate in effect at the time of termination), up to a maximum of
twelve (12) months of Employee’s base salary.

     

    (ii)           For
purposes of this Agreement, Employee’s employment will be deemed to have been
terminated without Cause in the event that Employee’s employment with the
Company is terminated, including termination of employment by Employee, as a
result of (i) the occurrence of a “Significant Event,” as defined below, or any
other set of circumstances or action by the Company that results in a
substantial reduction or material change to Employee’s duties and
responsibilities hereunder, (ii) a request or requirement that Employee perform
his duties and responsibilities for the Company from a primary office location
greater than twenty-five (25) miles from the current office location of the
Company at 900 SE Third Avenue, 3rd Floor,
Ft. Lauderdale, FL 33316, or (iii) the Company or Buyer commits a material
breach of the Asset Purchase Agreement or any “Related Document,” as that term
is defined in the Asset Purchase Agreement; provided, however, that Employee
agrees not to terminate his employment with the Company upon the occurrence of
an event under subsection (i), (ii) or (iii) of this Section 4(a)(2)
without providing the Company with written notice of his intent to terminate his
employment for such reason and ten (10) business days in which the Company
may effect a remedy or resolution satisfactory to Employee.  For
purposes of this Section 4(a)(2), the
term “Significant Event” shall mean a change of “control” of the Company or
Buyer, or the sale of all or substantially all of the assets of the Company or
Buyer, or the merger of the Company and/or Buyer with or into another entity
pursuant to which neither the Company nor Buyer is the surviving entity, and the
term “control” shall mean the possession of the power to elect a majority of the
members of the Board of Directors or comparable governing body of an entity
through the ownership of voting securities in such entity.

     

    (b)           Termination of Employment
Due to Death or Disability.

     

    
      
        
        

      

      
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    (i)           Employee’s
employment shall be deemed terminated by the Company upon Employee’s
death.  The Company may terminate Employee’s employment for
Disability.  In the event of a termination as a result of Employee’s
Disability or death, Employee (or his estate, in the case of death, or legal
representative, as applicable) shall receive, as soon as reasonably practicable
after the date of such termination and in any event no later than thirty
(30) days after the date of such termination, in a lump sum in immediately
available funds, an amount equal to the aggregate of Employee’s base salary for
the remainder of the Term of this Agreement (at the rate in effect at the time
of termination), up to a maximum of twelve (12) months of Employee’s base
salary.  Additionally, the Company shall pay, reimburse or provide
Employee and his beneficiaries, if applicable, the amounts and benefits
described in Section
4(c)(1)(A), (B), and (C) at the dates
specified in such Section.

     

    (ii)           For
purposes of this Agreement, “Disability” shall
have the meaning set forth in Section 409A(a)(2)(C) of the Code.

     

    (c)           Other Termination of
Employment.

     

    (i)           Upon
termination of Employee’s employment with the Company for any reason other than
as specified in Section 4(a) or (b), including, but
not limited to termination for Cause (the date of such termination shall be
referred to herein as the “Termination Date”), Employee shall earn no
further pay or compensation under Sections 6,  8 and 9 with respect to any
period after the Termination Date; provided, however, (A) the Company shall pay
any base salary or bonus earned prior to the Termination Date; (B) the Company
shall reimburse Employee for reasonable business expenses incurred on or before
the Termination Date, pursuant to Section 7, provided that
Employee submits a final expense report no later than thirty (30) days from the
Termination Date; and (C) Employee and his beneficiaries shall remain entitled
to any vested or statutorily mandated benefits under the Company’s benefit
programs pursuant to the terms of said programs.

     

    (ii)           The
Company shall have the right to terminate Employee’s employment for Cause, and
such termination in and of itself shall not be, nor shall it be deemed to be, a
breach of this Agreement.

     

    (d)           Notwithstanding
anything in this Agreement to the contrary:

     

    (i)           Upon
an event which is described in Section 4(a), the cash
amounts described therein shall be distributed to Employee as soon as
practicable after the date of termination if legal counsel retained by the
Company can reasonably determine that the provisions of Section 409A(a)(2)(B)(i)
of the Code or any other provisions of Section 409A of the Code do not require
the six (6) month delay referred to therein.  The Company shall be
required to retain counsel, at the Company’s expense, to make this determination
as soon as practicable after such termination of employment.

     

    (ii)           If
payment of any amount or other benefit that is “deferred compensation” subject
to Section 409A of the Code at the time otherwise specified in this Agreement
would subject such compensation to additional tax pursuant to Section 409A(a)(1)
of the Code, the payment thereof shall be postponed to the earliest commencement
date on which such amounts could be paid without incurring such additional
tax.  In the event a deferral of payment should be required, any
payments that would have been made prior to such earliest commencement date but
for Section 409A of the Code shall be accumulated and paid in a single lump sum
on such earliest commencement date.

     

    
      
        
        

      

      
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    (iii)           If
any compensation, payments, or benefits permitted or required under this
Agreement are otherwise reasonably determined by the Company or Employee to be
subject for any reason to a material risk of additional tax pursuant to Section
409A(a)(1) of the Code, the Company and Employee agree to negotiate in good
faith appropriate provisions to avoid such risk without materially changing the
economic value of this Agreement to Employee.

     

    (iv)           Any
outstanding stock options, restricted share awards, performance grants and the
like held by Employee on Employee’s last day of service shall remain exercisable
for the life of such award and shall not be forfeited for any reason
whatsoever.

     

    5.           Duties and
Responsibilities.  Subject to the direction of the Board,
Employee shall manage, control, administer and operate the day-to-day business
and affairs of the Company.  The Board shall consult with Employee on
all material decisions.  Employee shall devote substantially all of
his business time and efforts to the business of the Company, which shall in any
case be sufficient to allow Employee to carry out his duties and
responsibilities hereunder, and shall not during the Term be actively engaged in
any other business or professional activity that would reasonably be deemed to
interfere with his ability to carry out such duties and responsibilities;
provided, however, that it shall not be a violation of this Agreement for
Employee to serve on corporate, civic or charitable boards or committees,
deliver lectures, fulfill speaking engagements, manage personal investments or
carry on other activities which do not significantly interfere with the
performance of Employee’s duties in accordance with this Agreement.

     

    6.           Base
Salary.  Through December 31, 2010, the Company shall pay
Employee a base salary of not less than $15,000 per month, payable not less
frequently than monthly, which base salary may be increased, but not decreased,
from time to time as determined by the Board. Commencing January 1, 2011, the
Company shall pay Employee a base salary of not less than $20,000 per month,
payable not less frequently than monthly, which base salary may be increased,
but not decreased, from time to time as determined by the Board.

     

    7.           Expenses.  Employee
shall be entitled to timely reimbursement of all reasonable expenses incurred by
him in the performance of his duties, subject to the presentation of appropriate
receipts, in accordance with the Company’s policies.

     

    8.           Benefits.  Employee
shall be entitled to participate in all of Buyer’s health, disability,
insurance, 401(k) and other employee benefit programs and equity programs for
which management employees of Buyer are generally eligible.  Employee
shall be entitled to at least three (3) weeks of paid vacation each calendar
year in accordance with Buyer’s policies.

     

    9.           Bonus
Program.  Employee shall be entitled to participate in any
bonus program implemented for employees of Buyer and approved by the Board;
provided that Employee may opt not to receive such
bonuses.  Notwithstanding the foregoing, the Company may not pay and
the Employee shall not receive any bonus under this Agreement or any other
compensatory arrangement during the twelve month period following the later of
the Final Closing Date or the Termination Date (as defined in the Company’s
Confidential Private Placement Memorandum dated March 23, 2010, as amended or
supplemented from time to time, (the “PPM”) other than bonuses based on the Net
Profit from revenues generated from performance of services under the contracts
assigned by Argo Digital Solutions, Inc. to Rvue, Inc. with Accenture,
Autonation and Mattress Firm (the “Contracts”).  For purposes of this
Section 9, “Net Profit” shall mean actual collections for bona fide services
performed and invoiced pursuant to the Contracts, minus actual direct
costs for providing such services, and minus any credits or
refunds for payments made during such period.

     

    
      
        
        

      

      
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    10.           Taxes.  The
Company shall make provision for the reporting and withholding of any federal,
state or local income and payroll taxes that may be required to be withheld from
the amounts or benefits payable pursuant to the terms of this Agreement and
shall pay amounts withheld to the appropriate taxing authorities.

     

    11.           Non-Solicitation.  Employee
agrees that he shall not, during the one (1) year period after the termination
of this Agreement, directly or indirectly, (a) hire any individual who was an
employee of the Company or Buyer on the date of such termination or at any time
within six (6) months prior thereto, or solicit such individual to leave his or
her employment with the Company or Buyer, or (b) solicit any customer or
client, or any person or entity known to Employee to be a prospective customer
or client of the Company or Buyer, as of the date of such termination, to
purchase any goods or services of the type sold by the Company or Buyer from
anyone other than the Company or Buyer.  Employee recognizes and
acknowledges that the foregoing covenant not to solicit is necessary to ensure
the preservation, protection and continuity of the business, trade secrets and
goodwill of the Company and Buyer, and that he is aware of his obligations
hereunder and acknowledges the reasonableness of the length of time and scope of
the covenant.  Notwithstanding any provision to the contrary contained
in this Section 11, in the event that Employee’s employment is terminated
by the Company without Cause, the provisions of this Section 11 shall not
apply.

     

    12.           Indemnification.  The
Company shall promptly indemnify and hold harmless Employee to the fullest
extent permitted by the Company’s certificate of incorporation and by-laws, or
(if greater) by the laws of the State of Delaware, for any liability, loss or
expense Employee may incur by reason of his employment with the Company or his
activities as an officer or director of the Company or any of its subsidiaries
or his activities on behalf of, or at the request of, any of the foregoing
(which indemnification shall include, without limitation, advancement of
expenses (including attorneys’ fees and other charges of counsel) promptly upon
receipt of any undertaking to repay that is required by law).  The
foregoing indemnification shall survive any termination of Employee’s employment
and shall inure to the benefit of his heirs, successors and legal
representatives.

     

    13.           Nondisparagement.

     

    (a)           Employee
shall not, whether in writing or orally, publicly criticize, denigrate or
disparage the Company, Buyer or any of their respective current or former
directors, officers, employees, stockholders, partners, members, agents or
representatives, with respect to past or present activities, or otherwise
publish (whether in writing or orally) statements that tend to portray any of
the Company or Buyer in an unfavorable light, provided nothing herein shall or
shall be deemed to prevent or impair Employee from testifying truthfully in any
legal or administrative proceeding in which such testimony is compelled or
requested (or otherwise complying with legal requirements).

     

    
      
        
        

      

      
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    (b)           The
Company and Buyer shall instruct their respective officers and directors and
their agents not to criticize, denigrate or disparage Employee publicly, whether
in writing or orally, with respect to any of his past, present, or future
activities, or otherwise publish (whether in writing or orally) statements that
tend to portray him in an unfavorable light, provided that nothing herein shall,
or shall be deemed to, prevent or impair the Company’s or the Buyer’s respective
officers and directors from testifying truthfully in any legal or administrative
proceeding in which such testimony is compelled or requested (or otherwise
complying with legal requirements).

     

    14.           Successors.  Neither
party hereto may assign its rights and obligations under this Agreement without
the prior written consent of the other party hereto; provided, however, that the
Company may assign its rights and obligations under this Agreement to Buyer or
to an entity controlled by Buyer without the prior written consent of Employee,
so long as such assignee agrees in writing to comply with and be bound by all of
the Company’s obligations hereunder.  Any attempted assignment in
violation of this Section 14 by the Company shall constitute termination of the
Agreement without Cause.  This Agreement shall be binding upon and
inure to the benefit of Employee and Employee’s estate and the Company and any
permitted assignee of or successor to the Company.

     

    15.           Third-Party
Beneficiaries. Buyer is an intended third-party beneficiary of this
Agreement and will have the right, power and authority to enforce the terms
hereof as though it were a party hereto.

     

    16.           Severability.  If
all or any part of this Agreement is declared by any court or governmental
authority to be unlawful or invalid, such unlawfulness or invalidity shall not
serve to invalidate any portion of this Agreement not declared to be unlawful or
invalid.

     

    17.           Amendment and
Waiver.  This Agreement shall not be altered, amended or
modified except by written instrument executed by the Company and
Employee.  A waiver of any term, covenant, agreement or condition
contained in this Agreement shall not be deemed a waiver of any other term,
covenant, agreement or condition, and any waiver of any default in any such
term, covenant, agreement or condition shall not be deemed a waiver of any later
default thereof or of any other term, covenant, agreement or
condition.

     

    18.           Notices.  All
notices and other communications hereunder shall be in writing and delivered by
hand, by first class registered or certified mail, return receipt requested,
postage prepaid, or by a nationally recognized courier service, addressed as
follows:

     

    
      
        
        

      

      
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                If
      to Company, to:

              	
                Chief
      Financial Officer

              


      

      Rvue
Holdings, Inc.

      900 SE
Third Avenue, 3rd
Floor

      Ft.
Lauderdale, FL 33316

      Telecopier:  (954)
728-9029

      Telephone:  (954)
525-6464

      


      
        	
                If
      to Employee, to:

              	
                Jason
      M. Kates

              


      

      1218 SW
21st
Court

      Fort
Lauderdale, FL 33315

       

    

    Either
party may from time to time designate a new address by notice given in
accordance with this Section.  Notice and communications shall be
effective when actually received by the addressee.

     

    19.           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original but all of which together will constitute one and the same
instrument.

     

    20.           Entire
Agreement.  Except as otherwise specifically noted herein, this
Agreement forms the entire agreement between the parties hereto with respect to
the subject matter contained in the Agreement.  This Agreement shall
supersede all prior agreements, promises and representations regarding the
subject matter of this Agreement.

     

    21.           Applicable Law; Jurisdiction
and Venue.  The provisions of this Agreement shall be
interpreted and construed in accordance with the laws of the State of New York,
without regard to its choice of law principles.  The parties hereto
consent to the exclusive jurisdiction of the courts of the State of New York
and/or the United States District Court, New York, New York, for the purpose of
resolving all issues of law, equity or fact arising out of or in connection with
this Agreement.  Any action involving claims of a breach of this
Agreement must be brought in such courts.  Each party consents to
personal jurisdiction over such party in the state and or federal courts of New
York and hereby waives any defense of lack of personal jurisdiction or improper
venue.

     

    22.           Survival of Employee’s
Rights.  All of Employee’s rights hereunder, including but not
limited to his rights to compensation and benefits, shall survive the
termination of Employee’s employment and/or the termination of this
Agreement.

     

    
      
        
        

      

      
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      Exhibit
10.8

    

     

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

    


    
      
        	 	

                RVUE
      HOLDINGS, INC.

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/
      David A. Loppert	 
	 	Name:  	David
      A. Loppert	 
	 	Title:  	Chief
      Financial Officer	 


      

       

       

    

    
      
        	 	

                EMPLOYEE

              	 
	 	 	 	 
	 	 	 	 
	
              	/s/ Jason
      Kates	 
	 	Jason
      M. Kates	 


      

    

    
       

      
        
        

      

      
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