**EMPLOYMENT
        AGREEMENT**
   This Employment Agreement (this “Agreement”) is entered into as of the
        11 th day of
        December, 2006 (the “Effective Date”), between Oasys Mobile, Inc., a Delaware
        corporation (the “ **Company** ”),
        and
        Douglas Dyer (the “ **Executive** ”).
   RECITALS:
   WHEREAS, the Company desires to employ Executive, and Executive desires to
        be
        employed by the Company, on the terms and subject to the conditions set forth
        herein;
  NOW, THEREFOR, in consideration of the mutual premises herein contained,
        the
        parties agree as follows:
  1. Employment . 
        The Company hereby employs Executive as Chief Executive Officer and Executive
        hereby accepts such employment, on the terms and subject to the conditions
        hereinafter set forth.
  2. Duties
        of Executive .
  2.1       Executive shall report directly to the
        Chairman of the Board, and shall perform such duties consistent with his
        position as Chief Executive Officer pursuant to the direction of the Chairman
        of
        the Board.
  2.2       Executive shall be required to devote
        his full business time, attention and effort to the Company’s business and
        affairs except for vacation time and reasonable periods of absence due to
        sickness, personal injury or other disability and shall perform diligently
        such
        duties as are customarily performed by executives in similar positions with
        companies similar in character or size to the Company, all subject to the
        direction of the Board, together with such other duties as may be reasonably
        requested from time to time by the Board, which duties shall be consistent
        with
        his positions as set forth above.  Executive agrees to use all of his
        skills and business judgment and render services to the best of his ability
        to
        serve the interests of the Company.  Subject to the terms of Section 8
        hereof, this shall not preclude Executive from serving on community and civic
        boards, participating in industry associations, pursuing his personal financial
        and legal affairs or otherwise engaging in other activities, so long as such
        activities do not unreasonably interfere with his duties to the
        Company.
  3. Support
        Services . 
        Executive shall be entitled to all the administrative, operational and facility
        support customary to a similarly situated executive.  This support shall
        include, without limitation, a suitably appointed private office, and payment
        of
        or reimbursement for reasonable cellular telephone expenses, travel and
        entertainment expenses, reasonable expenses of Executive maintaining his
        professional license and standing and any and all other business expenses
        reasonably incurred on behalf of or in the course of performing duties for
        the
        Company, all in accordance with the expense reimbursement policies established
        from time to time by the Company.  Executive agrees to provide
        documentation of these expenses as may be reasonably
        required.
   
   
   4. Term .
        Unless
        earlier terminated as provided herein, the Executive’s employment shall be for a
        continuing term (the “Term”) of one year from the Effective Date of this
        Agreement which shall be automatically extended (without further action of
        the
        Company, the Board of Directors or the Compensation Committee) each day for
        an
        additional day so that the remaining term shall continue to be one (1) year;
        provided that either party may at any time, by written notice to the other
        party, fix the Term to a finite term of one year, without automatic extension,
        commencing with the date of such notice.
  5. Compensation . 
        Throughout the Term, the Company shall pay or provide, as the case may be,
        to
        Executive the compensation and other benefits and rights set forth in this
        Section 5.
  5.1 Base
        Salary . 
        The  Company shall pay to Executive a base salary (“Base Salary”), payable
        in accordance with the Company’s usual pay practices (and in any event no less
        frequently than monthly), of $190,000 per annum (the “Initial Base
        Salary”).  The Compensation Committee shall annually review Executive’s
        Base Salary in light of the base salaries paid to other executive officers
        of
        the Company and the performance of Executive, and the Compensation Committee
        may, in its discretion, increase such Base Salary by an amount it determines
        is
        appropriate. If any other executive officer of the Company is granted an
        increase in their Base Salary, Executive shall also be entitled to a comparable
        increase in Base Salary.
  Once
        Executive’s Base Salary is increased, it shall not thereafter be reduced for any
        reason.
  5.2 Performance
        Bonus .
  (a) The
        Executive shall receive a cash bonus of up to 100% of his then current Base
        Salary upon the achievement of the Company’s annual objectives, as may be set by
        the Board of Directors.
  Any
        cash
        bonus earned by the Executive pursuant to the provisions of this Section
        5.2 or
        any other provision of this Agreement shall not be paid to the Executive
        unless
        and until the Company has achieved a cash flow positive position, which will
        be
        certified to the Board of Directors by an executive officer of the Company.
  (b) The
        Company may also consider the Executive for a cash bonus for each fiscal
        year,
        or part thereof that he is employed by the Company, in an amount to be
        determined at the discretion of the Board, provided that such bonus shall
        be
        commensurate with other bonuses paid to other executive officers of the Company.
        If any other executive officer of the Company is granted a cash bonus, the
        Executive shall also be entitled to a comparable cash bonus.
   
   5.3 Restricted
        Stock Grant and Stock Option Grant.
   (a) The
        Company
        shall grant to the Executive 100,000 shares of restricted stock (the “Restricted
        Stock Grant”); the restrictions on all of the Restricted Stock Grant shall lapse
        on the Effective Date. Executive shall not sell any of the Restricted Stock
        Grant until March 1, 2007, and thereafter may sell such shares of the Restricted
        Stock Grant only in accordance with the policies of the Company and the rules
        and regulations of the Securities and Exchange Commission.
  Oasys
        Mobile shall register all shares of the Restricted Stock Grant on the next
        update filing of its Registration Statement on Form S-8 or such other form
        as
        designated by the Securities and Exchange Commission; provided that the
        Restricted Stock Grant shall be registered by the Company no later than January
        15, 2007
  5.4 Insurance. The Company shall provide medical, vision, hospitalization, disability and
        dental insurance for Executive, his spouse and eligible family members, subject
        to and in accordance with the Company’s policy, the proportion of the cost
        thereof to be borne by the Company and Executive to be in accordance with
        such
        policy.
  5.5 Employee
        Benefit Plans . 
        Executive shall be eligible to participate in all retirement and other benefit
        plans of the Company generally available from time to time to employees of
        the
        Company and for which Executive qualifies under the terms thereof (and nothing
        in this Agreement shall, or shall be deemed to, in any way affect Executive’s
        rights and benefits thereunder except as expressly provided
        herein).
  5.6 Other
        Benefit Plans . 
        Executive shall be entitled to participate in any equity or other employee
        benefit plan that is generally available to senior executive officers, as
        distinguished from general management, of the Company, at the highest level
        provided for any employee.  Executive’s participation in and benefits under
        any such plan shall be on the terms and subject to the conditions specified
        in
        the governing document of the particular plan.
  5.7 Vacation . 
        Executive shall be entitled to Twenty (20) days of vacation allowance each
        year,
        which shall accrue at the rate of five (5) days per calendar quarter, but
        may be
        used in advance of accrual.  Vacation days not used in one calendar year
        shall carry over to the following calendar year(s) up to a maximum of ten
        days.
        Executive shall also be entitled to a sick leave allowance as provided under
        the
        Company’s vacation and sick leave policy for executive officers.
   
   5.8 Moving
        Expenses .
        The
        Company shall pay for moving Executive and his family to San Francisco, CA.
        Such
        moving expenses shall include a trip for house hunting and shall not exceed
        $20,000 in the aggregate.
  6. Permanent
        Disability .
  6.1       For purposes of this Agreement,
        Executive’s “Permanent Disability” shall be deemed to have occurred one day
        after one hundred eighty (180) days in the aggregate during any consecutive
        twelve (12) month period, or one day after one hundred twenty consecutive
        days,
        during which the 180 or 120 day period, as the case may be, Executive, by
        reason
        of his physical or mental disability or illness, shall have been unable to
        discharge fully his duties under this Agreement.
  6.2       If either the Company or Executive,
        after receipt of notice of Executive’s Permanent Disability from the other,
        disputes that Executive’s Permanent Disability shall have occurred, Executive
        shall promptly submit to a physical examination by a physician at any major
        accredited hospital and, unless such physician shall issue his written statement
        to the effect that, in his opinion, based on his diagnosis, Executive is
        capable
        of resuming his employment and devoting his full time and energy to discharging
        fully his duties hereunder within thirty (30) days after the date of such
        statement, such Permanent Disability shall be deemed to have occurred on
        the day
        above specified.
  7. Termination .
  7.1 Bases
        for Termination . 
        Executive’s employment under this Agreement and the Term shall be terminated
        immediately on the death of Executive and may be terminated by the
        Board:
  (a)       
        at any time after the Permanent Disability of Executive
  (b)       
        at any time without Cause prior to a Change of Control;
  (c) at
        any
        time without Cause upon a Change of Control; or
  (d)       
        at any time for “Cause” (as defined in Section 7.8 hereof);
  7.2 Termination
        by Death . 
        If Executive’s employment is terminated by death, Executive’s estate or
        designated beneficiaries shall be entitled to receive:
  (a) any
        accrued but unpaid salary;
  (b) a
        cash
        lump sum payment in respect of accrued but unused vacation days pursuant
        to the
        terms of this Agreement;
  (c)       
        life insurance benefits pursuant to any life insurance policy purchased by
        the
        Company on the Executive;
   
   (d)       
        a pro rata portion of the bonus applicable to the calendar year in which
        such
        termination occurs, payable when and as such bonus is determined under Section
        5.2(a);
  (e)       
        acceleration of the vesting of one hundred percent (100%) of the unvested
        portion of all of Executive’s stock options or other stock-based awards,
        together with the right to exercise such stock options or awards for a period
        equal to the remaining term for exercising such options or awards under the
        applicable agreement and/or plan; and
  (f)       
        reimbursement for all expenses incurred by Executive pursuant to Section
        3
        hereof.
  7.3 Termination
        for Permanent Disability . 
        If Executive’s employment is terminated by the Company for Permanent Disability,
        Executive shall be entitled to receive:
  (a)       
        his then current Base Salary under Section 5.1 hereof, payable at such times
        as
        his Base Salary would have been paid if his employment had not been terminated
        for a period of six (6) months, minus any amounts payable under any short-term
        disability insurance policy provided by the Company.
  (b)       
        a pro rata portion of the bonus applicable to the calendar year in which
        such
        termination occurs, payable when and as such bonus is determined under Section
        5.2(a);
  (c)       
        continuation of the insurance provided by the Company pursuant to Section
        5.4
        for 12 months;
  (d)       
        acceleration of the vesting of one hundred percent (100%) of the unvested
        portion of all of Executive’s stock options or other stock-based awards,
        together with the right to exercise such stock options or awards for a period
        equal to the remaining term for exercising such options or awards under the
        applicable agreement and/or plan; and
  (e)       
        reimbursement for all expenses incurred by Executive pursuant to Section
        3 prior
        to his termination.
  7.4 Termination
        by the Company without Cause prior to a Change of Control . 
        If Executive’s employment is terminated by the Company without Cause (as defined
        in Section 7.8(a)) prior to a Change of Control, Executive shall be entitled
        to
        receive:
  (a) accrued
        but unpaid Base Salary to the date of such termination;
  
   (b) a
        cash
        lump sum payment in respect of accrued but unused vacation days pursuant
        to the
        terms of this Agreement;
  (c) a
        cash
        lump sum payment equal to his then-current Base Salary under Section 5.1
        hereof
        payable within ten (10) days of Executive’s termination;
  (d)       
        a cash lump sum payment of the bonus applicable to the calendar year in which
        such termination occurs; this cash lump sum payment shall be payable within
        ten
        (10) days after the determination that the annual objectives, as set by the
        Board of Directors pursuant to Section 5.2(a) of this Agreement, have been
        met;
  (e)       
        acceleration of the vesting of one hundred percent (100%) of the unvested
        portion of all of Executive’s stock options or other stock-based awards,
        together with the right to exercise such stock options or awards for a period
        equal to the remaining term for exercising such options or awards under the
        applicable agreement and/or plan;
  (f)        
        continuation of the insurance provided by the Company pursuant to Section
        5.4
        for 12 months; and
  (g)       
        reimbursement for all expenses incurred by Executive pursuant to Section
        3 prior
        to his termination.
  7.5 Termination
        by the Company without Cause Upon a Change of Control or by Executive for
        Good
        Reason at Any Time . 
        If Executive’s employment is terminated by the Company without Cause (as defined
        in Section 7.8(a)) upon a Change of Control (as defined in Section 7.8 (c))
        or
        by Executive for Good Reason (as defined in Section 7.8(e)) at any time,
        Executive shall be entitled to receive:
  (a) accrued
        but unpaid Base Salary to the date of such termination;
  (b) a
        cash
        lump sum payment in respect of accrued but unused vacation days pursuant
        to the
        terms of this Agreement;
  (c)      
        a cash lump sum payment of his then-current Base Salary under Section 5.1;
  (d)      
        a cash lump sum payment of the bonus applicable to the calendar year in which
        such termination occurs. This cash lump sum payment shall be payable within
        ten
        (10) days after the determination that the annual objectives, as set by the
        Board of Directors pursuant to Section 5.2(a) of this Agreement, have been
        met.
  (e)      
        acceleration of the vesting of one hundred percent (100%) of the unvested
        portion of Executive’s stock options or other stock-based awards, together with
        the right to exercise such stock options or awards for a period equal to
        the
        remaining term for exercising such options or awards under the applicable
        agreement and/or plan;
   
   (f)        
        continuation of the insurance provided by the Company pursuant to Section
        5.4
        for 12 months; and
  (g)       
        reimbursement for all expenses incurred by Executive pursuant to Section
        3 prior
        to his termination.
  7.6 Termination
        by the Company for Cause or by Executive without Good Reason upon a Change
        of
        Control . 
        If Executive’s employment is terminated by the Company for Cause or by Executive
        without Good Reason upon a Change of Control (other than as a result of
        Executive’s Permanent Disability or Death), the Company shall not have any other
        or further obligations to Executive under this Agreement, except
  (a) as
        may be
        provided in accordance with the terms of retirement and other benefit plans
        pursuant to Sections 5.5 and 5.6 hereof;
  (b) as
        to
        that portion of any unpaid Base Salary and other benefits accrued and earned
        under this Agreement through the date of such termination;
  (c) all
        stock
        option grants that have vested as of the Executive’s date of termination
        pursuant to this Section 7.6 for the remainder of the term of such option
        grants;
  (d) as
        to
        benefits, if any, provided by any insurance policies in accordance with their
        terms; and
  (e) reimbursement
        for all expenses incurred by Executive pursuant to Section 3 prior to his
        termination).
   In
        addition, if Executive’s employment is terminated by the Company for Cause at
        any time during the Term, Executive shall immediately forfeit any and all
        unvested stock rights, stock options and other such unvested incentives or
        awards previously granted to him by the Company and any Bonus(es) earned
        by him
        but not paid pursuant to Section 5.2(a) of this Agreement.  The foregoing
        sentence shall be in addition to, and not in lieu of, any and all other rights
        and remedies which may be available to the Company under the circumstances,
        whether at law or in equity.
  7.7 Termination
        Upon Cessation of Business . 
        The Company shall have the right to immediately terminate Executive’s employment
        under this Agreement upon a Cessation of Business (as defined in Section
        7.8(b)).  Upon termination in connection with a Cessation of Business, the
        Company shall pay to Executive any accrued but unpaid Base Salary until the
        date
        of Cessation of Business. The Company may make such payments in accordance
        with
        its regular payroll schedule or in a single lump sum payment in its sole
        discretion.
   
   7.8 Definitions . 
        As used herein:
  (a)       
        “ **Cause** ”
shall
        mean:
  (1)       
        active participation by Executive in fraudulent conduct against the Company,
        conviction of or a plea of guilty or *nolo
        contendere* with
        respect to a felony involving theft or moral turpitude, an act or series
        of
        deliberate acts which were not taken in good faith by Executive and which,
        in
        the reasonable judgment of the Board, results or will likely result in material
        injury to the business, operations or business reputation of the Company,
        or an
        act or series of acts constituting willful malfeasance or gross misconduct;
  (2)       
        a substantial and continual refusal by Executive in breach of this Agreement
        to
        perform the duties, responsibilities or obligations assigned to Executive
        pursuant to the terms hereof, which breach has not been cured (if it is of
        a
        nature that can be cured) to the Board’s reasonable satisfaction within ten (10)
        days after the Company gives written notice thereof to Executive; or
  (3)       
        excessive absenteeism by Executive; provided that absenteeism (i) related
        to
        illness or otherwise covered by Section 6 hereof, (ii) required to be permitted
        under applicable federal or state laws, or (iii) permitted under Company
        policy,
        shall not be deemed to be excessive.
  Executive shall be permitted to respond and defend himself before the Board
        within thirty (30) days after delivery to Executive of written notification
        of
        any proposed termination for Cause which specifies in detail the reasons
        for
        such termination.  If the majority of the members of the Board (excluding
        Executive) do not confirm that the Company had grounds for a “Cause”
termination, Executive shall have the option to treat his employment as not
        having terminated or as having been terminated pursuant to a termination
        without
        Cause.
  (b)       
        “ **Cessation
        of Business** ”
shall
        mean the Company’s ceasing to operate in the ordinary course of business,
        whether by dissolution, liquidation, or in connection with a good faith
        determination by the Board that the continuing operation of the business
        in its
        ordinary course is reasonably likely to render the Company unable to meet
        its
        liabilities as they mature.
  (c)       
        A “ **Change
        in Control** ”
shall
        occur if:
  (1)       
        there shall be consummated any consolidation or merger of the Company in
        which
        the Company is not the continuing or surviving corporation;
   
   (2)       
        any Person (as defined in Section 2(a)(2) of the Securities Act of 1933,
        as
        amended) other than the Company, subsequently becomes the beneficial owner,
        directly or indirectly (including by holding securities which are exercisable
        for or convertible into shares of capital stock of the Company) of forty
        percent
        (40%) or more of the combined voting power of the then outstanding shares
        of
        capital stock of the Company entitled to vote generally in the election of
        directors;
  (3)       
        the Company sells, leases, exchanges or otherwise transfers all or substantially
        all of its property and assets (in a transaction or series of transactions
        contemplated or arranged by any party as a single plan);
  (4)       
        Continuing Directors cease to constitute at least a majority of the Board;
        or
  (5)       
        a majority of the Outside Directors determine that a Change in Control has
        occurred.
  (d)       
        “ **Continuing
        Directors** ”
shall
        mean the members of the Board in office on December 4, 2006, and any successor
        to any such director whose nomination or selection was approved by a majority
        of
        the directors in office at the time of the director’s nomination or selection.
  (e)        “ **Good
        Reason** ”
means
        a
        termination of Executive’s employment by Executive within ninety (90) days
        following:
  (1)       
        a reduction in Executive’s Base Salary or incentive compensation or equity
        participation opportunity;
  (2)       
        a material reduction in Executive’s position(s), duties and responsibilities or
        reporting lines from those described in Section 2 hereof;
  (3)       
        a material breach of this Agreement by the Company if such breach is not
        cured
        within 15 days of written notice thereof by Executive to the Company; or
  (4)       
        any failure by the Company to obtain from any successor to the Company an
        agreement reasonably satisfactory to Executive to assume and perform this
        Agreement, as contemplated by Section 11.3 hereof.
  Notwithstanding the foregoing, a termination shall not be treated as a
        termination for Good Reason (A) if Executive shall have consented in writing
        to
        the occurrence of the event giving rise to the claim of termination for Good
        Reason, or (B) unless Executive shall have delivered a written notice to
        the
        Board within thirty (30) days of his having actual knowledge of the occurrence
        of one of such events stating that he intends to terminate his employment
        for
        Good Reason and specifying the factual basis for such termination, and such
        event, if capable of being cured, shall not have been cured within ten (10)
        days
        of the receipt of such notice.
   
  (f)        
        “ **Outside
        Director** ”
means
        a
        member of the Board who is not, and who during the past six months was not,
        an
        employee of officer of the Company.
  (g)       
        “ **Termination
        Upon a Change in Control** ”
means:
  (1)       
        a termination by Executive for Good Reason within one year following a Change
        in
        Control;
  (2)       
        declination by Executive of an offer of employment from the Company or the
        Company’s successor, for Good Reason at or in anticipation of a Change in
        Control, if Executive would not have been permitted to retain Executive’s
        existing position; or
  (3)       
        termination of Executive’s employment by the Company or the Company’s successor
        within one year following a Change in Control other than a termination for
        Cause
        or a termination resulting from Executive’s death or Permanent
        Disability.
  7.9 Mitigation
        of Damages . 
        Executive is not required to mitigate the amount of any payments to be made
        by
        the Company pursuant to this Agreement following his termination by seeking
        other employment or otherwise.  In addition, the amount of any
        post-termination payments provided for in this Agreement shall, except as
        otherwise expressly provided herein, not be reduced by any remuneration earned
        by Executive during the period following the termination of his employment
        as a
        result of employment by another employer or otherwise after the date of
        termination of his employment with the Company.
  8. Covenants
        and Confidential Information .
  8.1 Restrictive
        Covenants . 
        Executive acknowledges the Company’s reliance on and expectation of Executive’s
        continued commitment to performance of his duties and responsibilities during
        the term.  In light of such reliance and expectation on the part of the
        Company, during the applicable period hereafter specified in Section 8.2,
        Executive shall not
  (a) directly
        or indirectly, do or suffer any of the following;
  (1)       
        own, manage, control or participate in the ownership, management or control
        of,
        or be employed or engaged by or otherwise affiliated or associated as a
        consultant, independent contractor or otherwise with, any other corporation,
        partnership, proprietorship, firm, association or other business entity engaged
        in the business of, or otherwise engage in the business of, information
        processing of multimedia over mobile and wireless networks  within the
        United States in competition with the Company; provided, however, that the
        beneficial and/or record ownership of not more than 4.9% of any class of
        publicly traded securities of any entity shall not be deemed a violation
        of this
        covenant;
   
  (2)       
        solicit any business or contracts from any customers of the Company or its
        affiliates, any past customers of the Company or its affiliates, or any
        prospective customers of the Company or its affiliates (i.e., potential
        customers from which the Company or its affiliates has solicited business
        at any
        time during the one year period preceding the expiration or termination of
        the
        Term), except as necessitated by Executive’s position with the Company and then
        only in furtherance of the business interests of the Company or its affiliates;
  (3)       
        induce or attempt to induce any such customer to alter its business relationship
        with the Company or its affiliates except as necessitated by Executive’s
        position with the Company and then only in furtherance of the business interests
        of the Company or its affiliates;
  (4)       
        solicit or induce or attempt to solicit or induce any employee of the Company
        or
        its affiliates to leave the employ of the Company or any of its affiliates
        for
        any reason whatsoever or hire any employee or any person who was an employee
        of
        the Company or its affiliates within the twelve (12) month period prior to
        such
        hiring;
        or
  (b)       
        disclose, divulge, discuss, copy or otherwise use or suffer to be used in
        any
        manner, other than in accordance with Executive’s duties hereunder, any
        confidential or proprietary information relating to the Company’s business,
        prospects, finances, operations or properties or other trade secrets of the
        Company, it being acknowledged by Executive that all such information regarding
        the business of the Company compiled or obtained by, or furnished to, Executive
        while Executive shall have been employed by or associated with the Company
        is
        confidential and/or proprietary information and the Company’s exclusive
        property; provided, however, that the foregoing restrictions shall not apply
        to
        the extent that such information: (A) is clearly obtainable in the public
        domain; (B) becomes obtainable in the public domain, except by reason of
        the
        breach by Executive of the terms hereof or by another person barred by a
        similar
        duty of confidentiality; or (C) is required to be disclosed by rule of law
        or by
        order of a court or governmental body or agency.
  8.2 Applicable
        Periods . 
        The applicable periods shall be:
  (a)       
        so long as Executive is an employee of the Company;
  (b)       
        as to Section 8.1(b), at any time after Executive is no longer an employee
        of
        the Company; and
  (c)       
        for a period of 6 months after termination of employment.
   
   8.3 Injunctive
        Relief . 
        Executive agrees and understands that the remedy at law for any breach by
        him of
        this Section 8 will be inadequate and that the damages flowing from such
        breach
        are not readily susceptible to being measured in monetary terms. 
Accordingly, it is acknowledged that the Company shall be entitled to immediate
        injunctive relief and may obtain a temporary order restraining any threatened
        or
        further breach.  Nothing in this Section 8 shall be deemed to limit the
        Company’s remedies at law or in equity for any breach by Executive of any of the
        provisions of this Section 8 which may be pursued or availed of by the
        Company.
  8.4 Acknowledgment
        by Executive . 
        Executive has carefully considered the nature and extent of the restrictions
        upon him and the rights and remedies conferred upon the Company under this
        Section 8, and hereby acknowledges and agrees that the same are reasonable
        in
        time and territory, are designed to eliminate competition which otherwise
        would
        be unfair to the Company, do not stifle the inherent skill and experience
        of
        Executive, would not operate as a bar to Executive’s sole means of support, are
        fully required to protect the legitimate interests of the Company, and do
        not
        confer a benefit upon the Company disproportionate to the detriment of
        Executive.
  8.5 Survival . 
        Executive acknowledges that Executive’s obligations under this Section 8 shall
        survive in accordance with Section 8.2 hereof regardless of whether Executive’s
        employment by the Company is terminated, voluntarily or involuntarily, by
        the
        Company or Executive, with Cause or without Cause, or the Executive with
        or
        without Good Reason.
  9. Proprietary
        Rights .
  9.1       At all times during the Term, all right,
        title and interest in all copyrightable material which Executive shall conceive
        or originate, either individually or jointly with others, and which arise
        out of
        the performance of this Agreement, will be the property of the Company and
        are
        by this Agreement assigned to the Company along with ownership of any and
        all
        copyrights in the copyrightable material.  At all times during the Term,
        Executive agrees to execute all papers and perform all other acts necessary
        to
        assist the Company to obtain and register copyrights on such materials in
        any
        and all countries, and the Company agrees to pay expenses associated with
        such
        copyright registration.  Works of authorship created by Executive for the
        Company in performing his responsibilities under this Agreement shall be
        considered “works made for hire” as defined in the U.S. Copyright Act.  In
        addition, Executive hereby assignees to the Company all proprietary rights,
        including but not limited to, all patents, copyrights, trade secrets and
        trademarks Executive might otherwise have, by operation of law or otherwise,
        in
        all inventions, discoveries, works, ideas, information, knowledge and data
        related to Executive’s access to confidential information of the Company during
        the Term.
  9.2       All know-how and trade secret
        information conceived or originated by Executive which arises out of the
        performance of his obligations or responsibilities under this Agreement during
        the Term shall be the property of the Company, and all rights therein are
        by
        this Agreement assigned to the Company.
   
   9.3       If, during the term, Executive is
        engaged in or associated with the planning or implementing of any project,
        program or venture involving the Company and a third party or parties, all
        rights in such project, program or venture shall belong to the Company. 
Except as formally approved by the Board, Executive shall not be entitled
        to any
        interest in such project, program or venture or to any commission, finder’s fee
        or other compensation in connection therewith other than the compensation
        to be
        paid to Executive as provided in this Agreement.
  9.4       Upon termination of the Term, Executive
        shall deliver promptly to the Company all records, manuals, books, documents,
        letters, memoranda, notes, notebooks, reports, data, tables, calculations,
        customer and prospective customer lists, and copies of all of the foregoing,
        which are the property of the Company, and all other property, trade secrets
        and
        confidential information of the Company, including, but not limited to, all
        documents which in whole or in part contain any trade secrets or confidential
        information of the Company, which in any of these cases are in his possession
        or
        under his control.
  9.5       The obligations of Executive under this
        Section 9 shall survive the termination or expiration of the Term.
  10. Indemnification . 
        During the Term, the Company shall indemnify Executive and hold Executive
        harmless from and against any claim, loss or cause of action arising from
        or out
        of Executive’s performance as an officer, director or employee of the Company or
        any of its subsidiaries or in any other capacity, including any fiduciary
        capacity, in which Executive serves at the request of the Company to the
        maximum
        extent permitted by applicable law.  If any claim is asserted hereunder
        with respect to which Executive reasonably believes in good faith he is entitled
        to indemnification, the Company shall pay Executive’s legal expenses (or cause
        such expenses to be paid), on a monthly basis, provided that Executive shall
        reimburse the Company for such amounts if Executive shall be found by a court
        of
        competent jurisdiction not to have been entitled to indemnification.  In
        addition, the Company agrees to provide Executive with coverage under a
        directors and officers liability insurance policy.
  11. Miscellaneous .
  11.1 Representation
        and Warranty by Executive . 
        Executive represents and warrants that he is not a party to any agreement,
        contract or understanding, whether employment or otherwise, which would restrict
        or prohibit him from undertaking or performing employment in accordance with
        the
        terms and conditions of this Agreement.
  11.2 Severability . 
        The provisions of this Agreement are severable and if any one or more provisions
        may be determined to be illegal or otherwise unenforceable, in whole or in
        part,
        the remaining provisions and any partially unenforceable provision, to the
        extent enforceable in any jurisdiction, nevertheless shall be binding and
        enforceable.
   
  11.3 Assignment . 
        This Agreement shall be binding upon and inure to the benefit of the heirs
        and
        representatives of Executive and the assigns and successors of the Company,
        but
        neither this Agreement nor any rights or obligations hereunder shall be
        assignable or otherwise subject to hypothecation by Executive (except by
        will or
        by operation of the laws of intestate succession) or by the Company, except
        that
        the Company may assign this Agreement to any successor (whether by merger,
        purchase or otherwise) to all or substantially all of the stock, assets or
        business of the Company, and the Company shall require such successor to
        expressly agree to assume the obligations of the Company hereunder.
  11.4 Dispute
        Resolution . 
        Any controversy or claim arising out of or relating to this Agreement, or
        the
        breach thereof, shall be settled by mediation, and if not settled within
        14 days
        of the submission to meditation, by arbitration in accordance with the Voluntary
        Arbitration Rules of the American Arbitration Association, and the arbitration
        shall be held in the Raleigh, North Carolina area.  The arbitrator shall be
        acceptable to both the Company and Executive.  If the parties cannot agree
        on an acceptable arbitrator, the dispute shall be heard by a panel of three
        (3)
        arbitrators, one appointed by each of the parties and the third appointed
        by the
        other two arbitrators.  Judgment upon the award rendered by the arbitrator
        or arbitrators may be entered in any court having jurisdiction thereof. 
The arbitrator or arbitrators shall be deemed to possess the power to issue
        mandatory orders and restraining orders in connection with such arbitration;
        provided, however, that nothing in this Section 11.4 shall be construed so
        as to
        deny the Company the right and power to seek and obtain injunctive relief
        in a
        court of equity for any breach or threatened breach by Executive of his
        covenants contained in Section 8 hereof.  All costs and expenses of
        arbitration shall be paid one-half by the Company and one-half by
        Executive.
  11.5 Notices . 
        All notices and other communications required or permitted under this Agreement
        shall be in writing, and shall be deemed properly given if delivered personally,
        mailed by registered or certified mail in the United States mail, postage
        prepaid, return receipt requested, send by facsimile or sent by Express Mail,
        Federal Express or other nationally recognized express delivery service,
        as
        follows:
  If
                  to Oasys Mobile:
              If
                  to Executive:434
                  Fayetteville StreetSuite
                  600Raleigh,
                  North Carolina 27601Attn:
                  General Counsel
  Notice given by hand, certified or registered mail, or by Express Mail, Federal
        Express or other such express delivery service, shall be effective upon
        receipt.  Notice given by facsimile transmission shall be effective upon
        actual receipt if received during the recipient’s normal business hours, or at
        the beginning of the recipient’s next business day after receipt if not received
        during the recipient’s normal business hours.  All notices by facsimile
        transmission shall be confirmed promptly after transmission in writing by
        certified mail or personal delivery.
   
   
   Any party may change any address to which notice is to be given to it by
        giving
        notice as provided above of such change of address.
  11.6 Amendment . 
        This Agreement may only be amended by written agreement of the parties
        hereto.
  11.7 Beneficiaries;
        References . 
        Executive shall be entitled to select (and change, to the extent permitted
        under
        applicable law) a beneficiary or beneficiaries to receive any compensation
        or
        benefit payable hereunder following Executive’s death, and may change such
        election, in either case by giving the Company written notice thereof.  In
        the event of Executive’s death or a judicial determination of his incompetence,
        reference in this Agreement to Executive shall be deemed, where appropriate,
        to
        refer to his beneficiary, estate or other legal representative.  Any
        reference to the masculine gender in this Agreement shall include, where
        appropriate, the feminine.
  11.8 Survivorship . 
        The respective rights and obligations of the parties hereunder shall survive
        any
        termination of this Agreement to the extent necessary to the intended
        preservation of such rights and obligations.  The provisions of this
        Section are in addition to the survivorship provisions of any other section
        of
        this Agreement.
  11.9 Governing
        law . 
        This Agreement shall be construed, interpreted and governed in accordance
        with
        the laws of the State of North Carolina without reference to rules relating
        to
        conflicts of law.  For purposes of jurisdiction and venue, the Company
        hereby consents to jurisdiction and venue in any suit, action or proceeding
        with
        respect to this Agreement in any court of competent jurisdiction in the state
        in
        which Executive resides at the commencement of such suit, action or proceeding
        and waives any objection, challenge or dispute as to such jurisdiction or
        venue
        being proper.
  11.10 Effect
        of Prior Agreements . 
        This Agreement contains the entire understanding between the parties hereto
        with
        respect to the subject matter hereof, and supersedes in all respects any
        prior
        or other agreement or understanding between the Company or any affiliate
        of the
        Company and Executive with respect to the subject matter hereof.
  11.11 Withholding . 
        The Company shall be entitled, to the extent permitted or required by law,
        to
        withhold from any payment of any kind due Executive under this Agreement
        to
        satisfy the tax withholding obligations of the Company under applicable
        law.
  11.12 Counterparts . 
        This Agreement may be executed in two counterparts, each of which shall be
        deemed an original.
   
   **IN
        WITNESS WHEREOF,** the
        parties hereto, having duly been authorized, have executed this Agreement
        as of
        December 11, 2006.
  OASYS
                    MOBILE, INC.
                DOUGLAS
                    B. DYERBy: /s/
                    Donald T. Locke
                /s/
                    Douglas B. DyerName:   
                    Donald T. LockeTitle: 
                    Executive Vice-PresidentGeneral
                    Counsel