EXHIBIT
10.12


EMPLOYMENT
AGREEMENT








This EMPLOYMENT AGREEMENT (the
“Agreement”) is
made and entered into effective as of March 17, 2008, by and between RedRoller
Holdings, Inc., a Delaware corporation (the “Company”), and
Michael T. Tribolet (“Executive” and,
together with the Company, the “Parties”).





WITNESSETH:





WHEREAS, the Company desires
to engage the services of the Executive and the Executive desires to be employed
by the Company; and




WHEREAS, the Company desires
to be assured that the unique and expert services of the Executive will be
substantially available to the Company, and that the Executive is willing and
able to render such services on the terms and conditions hereinafter set forth;
and




WHEREAS, the Company desires
to be assured that the confidential information and goodwill of the Company will
be preserved for the exclusive benefit of the Company; and




WHEREAS, the Company and the
Executive desire to enter into this Agreement to set forth the terms of the
Executive’s employment with the Company.




NOW THEREFORE, in
consideration of the foregoing, of the mutual promises contained herein and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:





1.           Position/Duties.




(A)           The
Company hereby employs the Executive as Chief Executive Officer of the Company
during the Term (as defined in Section 2 below) on the terms set forth herein.
During the course of his employment, the Executive shall have those duties and
responsibilities, and the authority, customarily possessed by the Chief
Executive Officer of a corporation and such additional duties as may be assigned
to him from time to time by the Board of Directors of the Company (the “Board”) or a
committee thereof.  The Executive shall report directly to the Board
or a committee thereof.




(B)           During
the Term the Executive shall devote all of the Executive’s business time, energy
and skill to the performance of the Executive’s duties hereunder.  The
Executive agrees that, during the Term, the Executive will not engage in any
other business activity or have any business interests that may conflict with or
impair the performance of any of the Executive’s duties hereunder or create any
potential business conflicts with the Company or any subsidiary thereof
(collectively, the “Company
Group”).  Service by the Executive on the board of directors




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of other
companies that are not competitors of the Company shall not be deemed to be a
violation of this Agreement, provided that such service is pre-approved in
writing by the Board or a committee thereof and does not significantly interfere
with the confidentiality provisions of this Agreement or the performance of his
duties hereunder.




(C)           Until
such time as the Executive has been appointed to the Board via due process of
the Nominating Committee thereof, the Executive shall be invited to attend all
meetings of the Board in his capacity as Chief Executive Officer of the
Company.




2.           Term. The Executive’s employment
hereunder shall commence on Monday, March 17, 2008 and shall, unless terminated
in accordance with the terms hereof, continue for a three year period thereafter
(the “Term”).  The
Executive’s obligations and the Company’s rights under Sections 8 through 11
below, and the Executive’s other post-employment covenants, shall survive the
expiration or earlier termination of this Agreement for any reason.




3.           Compensation.




(A)           Base Salary.  The
Company shall initially pay the Executive a base salary at the annual rate
of Two Hundred Seventy Five Thousand Dollars ($275,000) (the “Initial
Salary”).  The Initial Salary shall thereafter automatically be
increased to the annual rate of Three Hundred Seventy Thousand Dollars
($370,000) (the “Revised Salary”; both
the Initial Salary and the Revised Salary are sometimes referred to herein as
the “Base
Salary”) upon the closing by the Company of not less than Two Million
Five Hundred Thousand Dollars of debt or equity financing (the “Financing
Transaction”).  Upon the closing of the Financing Transaction, the
Company shall retroactively pay the Executive the difference between the Initial
Salary and the Revised Salary for the number of days elapsing from the date of
this Agreement to the date of the closing of the Financing
Transaction.  For the avoidance of doubt, upon the closing of the
Financing Transaction, the Company shall pay the Executive a Base Salary at the
annual rate of Three Hundred Seventy Thousand Dollars ($370,000).




(B)           Cash Performance
Bonus.




(i)           During
the Term, in addition to the then applicable Base Salary, the Executive shall be
eligible to receive a cash bonus of up to One Hundred Forty Thousand Dollars
($140,000) per annum, based on written performance objectives (the “Bonus Parameters”)
defined by the Board or a committee thereof upon consultation with the
Executive.  In the event that the Board has not delivered the Bonus
Parameters for fiscal year 2008 to the Executive in writing by the date that is
sixty (60) days after the date of this Agreement, the Company shall pay the
Executive a cash bonus of One Hundred Ten Thousand Dollars ($110,000)
apportioned for fiscal year 2008, such bonus to be paid in the normal course as
the Company disburses annual bonuses to other employees of the
Company.




(ii)           If,
during the second year of the Term, the Board has not delivered the Bonus
Parameters for the Company’s then current fiscal year to the Executive by the
date that is thirty (30) days after the filing of the Company’s Annual Report on
Form 10-K for the




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fiscal
year ended December 31, 2008, the Company shall pay the Executive a cash bonus
of One Hundred Forty Thousand Dollars ($140,000), such bonus to be paid in the
normal course as the Company disburses annual bonuses to other employees of the
Company.




(iii)           If,
during the third year of the Term, the Board has not delivered the Bonus
Parameters for the Company’s then current fiscal year to the Executive by the
date that is thirty (30) days after the filing of the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, the Company shall pay the
Executive a cash bonus of One Hundred Forty Thousand Dollars ($140,000), such
bonus to be paid in the normal course as the Company disburses annual bonuses to
other employees of the Company.




(iv)           Notwithstanding
the foregoing, all cash bonuses set forth above are conditioned upon the
Executive’s continued employment with the Company at the time such bonuses come
due.




(C)           Signing Bonus.  Upon
the execution of this Agreement by the Parties, subject to approval by the Board
on or before the Grant Date (as hereinafter defined), the Executive shall be
granted a stock option (the “Signing Bonus
Option”) to purchase an aggregate of One Hundred Seventy Five Thousand
(175,000) shares of the common stock of the Company (the “Common Stock”), all
of which shall be granted as an incentive stock option to the extent permissible
under the Internal Revenue Code of 1986, as amended (the “Code”), and the
remainder of which shall be granted as a nonstatutory stock
option.  The Signing Bonus Option shall be granted under the Plan
pursuant to the Company’s standard form of stock option
agreement.  The Signing Bonus Option shall vest in full and become
immediately exercisable (i) ninety (90) days after the grant thereof and/or (ii)
upon a Change of Control of the Company (as such term is defined in the
applicable stock option agreement).  Except as expressly set forth
herein, the terms and conditions governing the Signing Bonus Option and the
grant, exercise and ownership of the Signing Bonus Option and the shares of
Common Stock for which such Signing Bonus Option is exercisable shall be
governed by the Plan and the applicable stock option agreement.  The
Executive shall be required to execute such stock option agreement as a
condition precedent to the receipt of the Signing Bonus Option and the Signing
Bonus Option shall have an exercise price per share of Common Stock equal to the
closing trading price of the Common Stock on the first date of Executive’s
employment by the Company (the “Grant
Date”).




(D)           Stock
Options.




(i)           Subject
to approval by the Board on or before the Grant Date, the Executive shall be
granted a stock option (the “First Option”) to
purchase an aggregate of One Million Five Hundred Thousand (1,500,000) shares of
Common Stock, all of which shall be granted as an incentive stock option to the
extent permissible under the Code, and the remainder of which shall be granted
as a nonstatutory stock option.  The First Option shall be granted
under the Plan pursuant to the Company’s standard form of stock option
agreement.  The First Option shall vest (i) in equal 1/3 increments
annually until fully vested and/or (ii) in full and become immediately
exercisable upon a Change of Control of the Company (as such term is defined in
the applicable stock option agreement).  Except as expressly set forth
herein, the terms and




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conditions
governing the First Option and the grant, exercise and ownership of the First
Option and the shares of Common Stock for which such First Option is exercisable
shall be governed by the Plan and the applicable stock option
agreement.  The Executive shall be required to execute such stock
option agreement as a condition precedent to the receipt of the First Option and
the First Option shall have an exercise price per share of Common Stock equal to
the closing trading price of the Common Stock on the Grant Date.




(ii)           Upon
the one year anniversary of this Agreement, and subject to (a) the approval by
the Board on or before the Second Grant Date (as hereinafter defined) and (b)
the prior affirmative vote of the requisite number of stockholders of the
Company to increase the total number of shares of Common Stock eligible for
issuance under the Plan as of the date of this Agreement by Three Million Five
Hundred Thousand (3,500,000) shares, the Executive shall be granted a stock
option (the “Second
Option”) to purchase an aggregate of One Million Five Hundred Thousand
(1,500,000) shares of Common Stock, all of which shall be granted as an
incentive stock option to the extent permissible under the Code, and the
remainder of which shall be granted as a nonstatutory stock
option.  The Second Option shall be granted under the Plan pursuant to
the Company’s standard form of stock option agreement.  The Second
Option shall vest (i) 1/3 upon the one year anniversary of the Second Grant Date
and quarterly thereafter in equal increments over one year until fully vested
and/or (ii) in full and become immediately exercisable upon a Change of Control
of the Company (as such term is defined in the applicable stock option
agreement).  Except as expressly set forth herein, the terms and
conditions governing the Second Option and the grant, exercise and ownership of
the Second Option and the shares of Common Stock for which such Second Option is
exercisable shall be governed by the Plan and the applicable stock option
agreement.  The Executive shall be required to execute such stock
option agreement as a condition precedent to the receipt of the Second Option
and the Second Option shall have an exercise price per share of Common Stock
equal to the closing trading price of the Common Stock on the one year
anniversary of this Agreement (the “Second Grant
Date”).




(E)           Annual
Review.  During the first one hundred and fifty (150) days of
the Company’s 2009 fiscal year, and on an annual basis thereafter within the
first one hundred and fifty (150) days of the Company’s subsequent fiscal years
for the remainder of the Term, the Board, with the Executive abstaining as
necessary or appropriate, will review the Executive’s Base Salary and other
compensation and, at the discretion of a majority of the Board, may increase,
but not decrease, the Executive’s Base Salary and/or other compensation, based
upon his performance, the Company’s results of operations, and other relevant or
associated factors.




4.           Benefits.





(A)           Vacation.  The
Executive shall be entitled to four (4) weeks paid vacation, to be taken at a
time or times acceptable to the Company and otherwise consistent with the terms
and conditions of this Agreement.  The Executive may take up to two
(2) weeks additional vacation or personal time without
compensation.





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(B)           Fringe Benefits. The Executive
shall be included, to the extent eligible thereunder, in Company benefit plans
providing group life insurance, hospitalization, medical, pension, financial
services and any other similar or comparable benefits available to other
employees.





(C)           Directors and Officers
Insurance.  The Executive (i) shall be covered by the Company’s
Directors and Officers Insurance policy, to the extent that the Company
currently has such insurance in place, for so long as the Executive remains an
executive officer or director of the Company, and (ii) shall be entitled to
indemnification coverage pursuant to the terms of the Company’s
Bylaws.





(D)           Life Insurance.  The
Company, in its discretion, may purchase one or more term life insurance
policies on the life of the Executive, with the Company named as beneficiary,
with an aggregate death benefit of up to $5,000,000. In addition, the Company
shall provide an insurance benefit to the Executive, subject to the limitations
described herein, equal to the amount necessary to enable the Executive to
purchase one or more life insurance policies on his life, with a
beneficiary(ies) as designated by the Executive; provided, however, that in
any one calendar year, the total premium cost to be paid by the Company to the
Executive shall not exceed $15,000. The Company and the Executive shall fully
cooperate with each other by taking all actions reasonably necessary to carry
out the intentions of this section. Each party hereto shall cooperate in
purchasing any insurance policies, including taking into consideration the
wishes of the other party hereto with respect to the type of policy purchased
and the quality of the insurance provider, and the Executive shall submit to any
application process, including medical testing, requested by the Company or any
applicable insurance provider.





5.           Expenses.  The Company shall
reimburse the Executive for reasonable out-of-pocket business expenses incurred
by him on behalf of the Company in the performance of his duties as specified
herein and as documented in accordance with the requirements of the Internal
Revenue Service and the Company’s policies in effect from time to
time.




6.           Termination
of Employment.  The Executive’s
employment and the Term shall terminate on the first of the following to
occur:





(A)           Death.  Automatically
on the date of death of the Executive.





(B)           Disability.  Upon
written notice by the Company to the Executive of termination due to
Disability.  For purposes of this Agreement, “Disability” shall be
defined as the inability of the Executive to have performed the Executive’s
duties hereunder due to a physical or mental injury, infirmity or incapacity for
one hundred and eighty (180) consecutive days (including weekends and holidays)
in any 365-day period or the Company’s good faith determination that the
Executive will not be able to perform the Executive’s material duties hereunder
for six (6) consecutive months (including any period of non-performance due to
such injury, infirmity or incapacity prior to such determination).





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(C)           Termination by the
Company.  The Company may terminate the Executive’s employment
with the Company and the Term upon written notice at any time with or without
Cause.  “Cause” shall mean the
occurrence of any of the following events:





(i)            
the Executive’s  refusal to follow the lawful directions of the Board
or a committee thereof in any material respect within fifteen (15) days of the
giving of written notice thereof (specifying such directions) to the
Executive;





(ii)           the
Executive’s demonstrated gross negligence, willful misconduct, embezzlement or
misappropriation of corporate funds or other such acts of theft, fraud or breach
in any material respect of any statutory or common law fiduciary duty with
respect to the Company;





(iii)          the
Executive’s indictment for,conviction of, or
pleading of guilty or nolo
contendere to, a felony;





(iv)           the
Executive’s breach in any material respect of the duty of non-competition set
forth in Section 8(A) of this Agreement, during the Term;





(v)   
        the Executive’s breach in any
material respect of the duty confidentiality set forth in Section 8(B) of this
Agreement, during the Term;





(vi)           the
Executive’s breach in any material respect of the duty of non-solicitation set
forth in Section 8(C) of this Agreement, during the Term; or





(vii)         the Executive’s
breach in any material respect of the duty of non-


disparagement
set forth in Section 8(D) of this Agreement, during the Term.





Executive’s employment may be
terminated at any time other than for Cause upon a majority vote of the Board,
with Executive abstaining if then a member of the Board, in which case the
duties of the Company and the Executive, one to the other, under this Agreement
shall terminate as of the date of the Executive’s termination of employment,
subject to the Company providing the severance payments and other benefits,
specified in Section 7 below.





Any termination of Executive’s
employment by the Company shall be communicated by written notice of termination
to the other party hereto, which shall set forth the reason if determined for
Cause, the effective date and time of termination, and any other relevant
data.





(D)           Termination by the Executive for
Convenience.The Executive may voluntarily terminate his
employment with the Company and the Term upon not less than sixty (60) days
prior written notice to the Company (which the Company may, in its sole
discretion, make effective earlier than any notice date).  If the
Executive voluntarily leaves the employ of the Company during the Term, the
duties of the Company and the Executive, one to the other, under this Agreement
shall terminate as of the date of the Executive’s termination of employment,




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provided,
however, that if Executive voluntarily leaves the employ of the Company during
the Term under circumstances that constitute a resignation for Good Reason (as
defined below), the Company shall provide the severance payments and other
benefits, specified in Section 7 below.





(E)           Termination by the Executive for Good
Reason.Subject to the provisions provided below, and at his
option, the Executive may terminate his employment hereunder for “Good Reason” if (i)
the Board does not authorize the issuance of the Second Option to the Executive
upon the one year anniversary of this Agreement (provided, however, that the
Board’s failure to do so shall not constitute Good Reason for the purposes of
this Agreement if the requisite number of stockholders of the Company have not
previously voted to increase the total number of shares of Common Stock eligible
for issuance under the Plan as of the date of this Agreement by Three Million
Five Hundred Thousand (3,500,000) shares) or (ii) the Board change the
Executive’s title from Chief Executive Officer without his written
permission.





(F)           Post-Employment Obligations.
In the event that Executive’s employment with the Company is terminated due to
any reason other than death or Disability, the provisions of Sections 8 through
11 below and Executive’s other post-employment covenants shall survive any such
termination.






































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7.           Consequences of
Termination.





(A)           Accrued Amounts.  In
the event that the Executive’s employment hereunder and the Term is terminated
for any reason hereunder, the Company shall pay or provide the Executive (i) any
unpaid Initial Salary or Base Salary, as applicable, through the date of
termination within ten (10) days; (ii) reimbursement in accordance with the
Company’s reimbursement policies for any unreimbursed business expenses incurred
pursuant to Section 5 above through the date of termination; (iii) any accrued
but unused vacation time within ten (10) days; and (iv) any earned but unpaid
bonuses hereunder and all other payments, benefits or rights to which the
Executive may be entitled under the terms of this Agreement, any applicable
stock option agreement(s) or any other arrangement, plan or program of the
Company applicable to the Executive (other than any termination or severance
arrangement, plan or program of the Company).





(B)           Severance Benefits in the Event of
Termination by Company Other Than For Cause.





(i)           If,
during the first ninety (90) days of the Term, the Executive’s employment with
the Company is terminated by the Company other than for Cause, death or
Disability, then Executive shall be entitled to the following severance
benefits, subject to the Executive’s compliance in all material respects with
the obligations set forth in Sections 8 through 11 below:





(a)           One
Hundred Seventy Five Thousand (175,000) of the Executive’s stock options which
are not then exercisable shall become immediately vested and exercisable (which
exercise, at Executive’s option, may be a “cashless” exercise) for up to the
longer of (x) one (1) year after termination of Executive’s employment with the
Company, or (y) the remainder of the option period provided for in the
Plan.





(b)           For
a six (6) month period following the date of Executive’s termination of
employment with the Company, the Executive shall be entitled to Benefits
Continuation (as defined below).  If Executive commences other
full-time employment elsewhere where benefits of equal or superior quality are
available, the Company’s obligation to provide Benefits Continuation shall
cease, except with respect to any pre-existing conditions, which are not
adequately covered by the newer benefits





(ii)           If,
after the first ninety (90) days of the Term but during the first year of the
Term, the Executive’s employment with the Company is terminated by the Company
other than for Cause, death or Disability, then Executive shall be entitled to
the following severance benefits, subject to the Executive’s compliance in all
material respects with the obligations set forth in Sections 8 through 11
below:





(a)           The
Company shall pay the Executive a severance payment equal to six (6) months of
the then applicable Base Salary with 50% of such severance payment


8


being
paid in a lump sum within ten (10) days of the cessation of the Executive’s
employment with the Company and the remaining fifty percent (50%) of such
severance payment and any earned and accrued bonus, payable in six (6) equal,
monthly installments, without interest. For the avoidance of doubt, such
severance payment shall be made with respect to the Base Salary as in effect as
of the date of the Executive’s termination of employment with the Company;
and





(b)           Five
Hundred Thousand (500,000) of the Executive’s stock options which are not then
exercisable shall become immediately vested and exercisable (which exercise, at
Executive’s option, may be a “cashless” exercise) for up to the longer of (x)
one (1) year after termination of Executive’s employment with the Company, or
(y) the remainder of the option period provided for in the Plan;
and




(c)           For
a one (1) year period following the date of Executive’s termination of
employment with the Company, the Executive shall be entitled to Benefits
Continuation. If Executive commences other full-time employment elsewhere where
benefits of equal or superior quality are available, the Company’s obligation to
provide Benefits Continuation shall cease, except with respect to any
pre-existing conditions, which are not adequately covered by the newer
benefits.




(iii)         If, during the
second year of the Term, the Executive’s employment with the Company is
terminated by the Company other than for Cause, death or Disability, then
Executive shall be entitled to the following severance benefits, subject to the
Executive’s compliance in all material respects with the obligations set forth
in Sections 8 through 11 below:





(a)           The
Company shall pay the Executive a severance payment equal to nine (9) months of
the then applicable Base Salary with 50% of such severance payment being paid in
a lump sum within ten (10) days of the cessation of the Executive’s employment
with the Company and the remaining fifty percent (50%) of such severance payment
and any earned and accrued bonus, payable in six (6) equal, monthly
installments, without interest. For the avoidance of doubt, such severance
payment shall be made with respect to the Base Salary as in effect as of the
date of the Executive’s termination of employment with the Company;
and





(b)           Five
Hundred Thousand (500,000) of the Executive’s stock options which are not then
exercisable shall become immediately vested and exercisable (which exercise, at
Executive’s option, may be a “cashless” exercise) for up to the longer of (x)
one (1) year after termination of Executive’s employment with the Company, or
(y) the remainder of the option period provided for in the Plan;
and




(c)           For
a one (1) year period following the date of Executive’s termination of
employment with the Company, the Executive shall be entitled to Benefits
Continuation. If Executive commences other full-time employment elsewhere where
benefits of equal or superior quality are available, the Company’s obligation to
provide Benefits Continuation shall cease, except with respect to any
pre-existing conditions, which are not adequately covered by the newer
benefits.





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(iv)           If,
during the third year of the Term, the Executive’s employment with the Company
is terminated by the Company other than for Cause, death or Disability, then
Executive shall be entitled to the following severance benefits, subject to the
Executive’s compliance in all material respects with the obligations set forth
in Sections 8 through 11 below:





(a)           The
Company shall pay the Executive a severance payment equal to the greater of (i)
the portion of the then applicable Base Salary otherwise payable to the
Executive for the remainder of the third year of the Term or (ii) six months (6)
of the then applicable Base Salary, with 50% of such severance payment being
paid in a lump sum within ten (10) days of the cessation of the Executive’s
employment with the Company and the remaining fifty percent (50%) of such
severance payment and any earned and accrued bonus, payable in six (6) equal,
monthly installments, without interest.  For the avoidance of doubt,
such severance payment shall be made with respect to the Base Salary as in
effect as of the date of the Executive’s termination of employment with the
Company; and





(b)           Three
Hundred Twenty Five Thousand (325,000) of the Executive’s stock options which
are not then exercisable shall become immediately vested and exercisable (which
exercise, at Executive’s option, may be a “cashless” exercise) for up to the
longer of (x) one (1) year after termination of Executive’s employment with the
Company, or (y) the remainder of the option period provided for in the Plan;
and




(c)           For
a one (1) year period following the date of Executive’s termination of
employment with the Company, the Executive shall be entitled to Benefits
Continuation. If Executive commences other full-time employment elsewhere where
benefits of equal or superior quality are available, the Company’s obligation to
provide Benefits Continuation shall cease, except with respect to any
pre-existing conditions, which are not adequately covered by the newer
benefits.




(v)           For the
purposes of this Agreement, “Benefits
Continuation” shall mean for the referenced period of time following the
date of Executive’s termination of employment with the Company, that the Company
shall provide or otherwise make available to Executive, an election (with
respect to health and/or dental coverage under the Company’s group health plan
or under continuation coverage provisions of ERISA and the Code or under an
individual paid plan) to ensure continued health insurance  coverage
either individually or under the Company’s health, dental or other benefit plans
and term life insurance benefit  (collectively, the “Continuation Plans”)
on not less than the same terms and conditions as previously were in place for
the Executive.  The cost to the Executive of including the Executive,
his spouse and his dependents in any Continuation Plans shall be no more than
that previously paid by the Executive and may be deducted from any regular
payments made to the Executive under this Agreement. If at any time, the Company
is precluded by the terms of any of the Continuation Plans from providing such
coverage to Executive, his spouse, or his dependents, for reasons to be




10


beyond
the control of the Company, such coverage shall be provided by any other
available means and the Executive, his spouse and his dependents shall be
entitled to continuation of coverage  pursuant to any statutory rights
the Executive, his spouse or his dependents may then have under the group health
plan continuation coverage provisions of ERISA and the Code, or otherwise, at
the Company’s expense.  The prior provisions notwithstanding, the
right of the Executive, his spouse or dependents, to coverage as provided by the
group health plan continuation coverage provisions of ERISA and the Code or
otherwise shall be deemed to run concurrently with the continuation of health
and/or dental benefits under the first sentence of this
paragraph.  Any expense incurred by the Executive, legal or otherwise,
incurred to enforce this or other provision of this Agreement, shall be paid by
the Company.




(D)           Severance Benefits in the Event of
Resignation by the Executive for Good Reason.  If, during the
Term, Executive terminates his employment with the Company for Good Reason, then
Executive shall be entitled to the following severance benefits, subject to the
Executive’s compliance in all material respects with the obligations set forth
in Sections 8 through 11 below:




(i)           The
Company shall pay the Executive a severance payment equal to six (6) months of
the then applicable Base Salary with 50% of such severance payment being paid in
a lump sum within ten (10) days of the cessation of the Executive’s employment
with the Company and the remaining fifty percent (50%) of such severance payment
and any accrued bonus, payable in six (6) equal, monthly installments, without
interest. Such severance payment shall be made with respect to the Base Salary
as in effect as of the date of the Executive’s termination of employment with
the Company; and




(ii)           The
Company shall grant the Executive a stock option (the “Good Reason Option”)
to purchase an aggregate of Five Hundred Thousand (500,000) shares of the common
stock of the Company (the “Common Stock”), all
of which shall be granted as an incentive stock option to the extent permissible
under the Internal Revenue Code of 1986, as amended (the “Code”), and the
remainder of which shall be granted as a nonstatutory stock
option.  The Good Reason Option shall be fully vested and immediately
exercisable by the Executive for up to the longer of (i) one (1) year after
termination of Executive’s employment with the Company, or (ii) the remainder of
the option period provided for in the Plan. The Good Reason Option will be
granted under the Plan pursuant to the Company’s standard form of stock option
agreement.  Except as expressly set forth herein, the terms and
conditions governing the Good Reason Option and the grant, exercise and
ownership of the Good Reason Option and the shares of Common Stock for which
such Good Reason Option is exercisable shall be governed by the Plan and the
applicable stock option agreement.  The Executive shall be required to
execute such stock option agreement as a condition precedent to the receipt of
the Good Reason Option and the Good Reason Option shall have an exercise price
per share of Common Stock to be determined at the time of grant by the Company’s
Board as the fair market value thereof on the date that Executive terminates his
employment with the Company for Good Reason.




(E)           Release.  As a
condition to and in consideration for the receipt of the severance payment(s)
and other benefits to which the Executive may be entitled pursuant to in




11


this
Section 7, Executive agrees to execute a Release Agreement with the Company, in
substantially the same form as that attached hereto as Exhibit A (the
“Release
Agreement”), within the five (5) days after the date of his cessation of
employment with the Company. The Company shall not be obligated to make any
severance payment or provide any other benefits unless and until the Company
shall have received from the Executive a validly executed Release Agreement that
shall not have been revoked by the Executive during the applicable Revocation
Period (as such term is defined in the Release Agreement). Provided that Company
receives from the Executive a validly executed Release Agreement which is not
revoked during the applicable Revocation Period, the Company agrees to commence
making the severance payments and provide the other benefits theretofore
withheld within three (3) days of the end of the Revocation Period. Executive
acknowledges and agrees that the benefits provided by this Agreement constitute
adequate consideration to render enforceable such Release Agreement against the
Executive.




8.           Restrictive
Covenants.





(A)           Noncompetition. The Executive
acknowledges that the Executive performs services of a unique nature for the
Company that are irreplaceable, and that the Executive’s performance of such
services to a competing business will result in irreparable harm to the
Company.  Accordingly, Executive agrees that during the period (the
“Noncompetition
Period”) commencing on the date hereof and ending on the date that is
three (3) years after the date of his cessation of employment with the Company,
he will not, without the prior consent of the Board, either directly or
indirectly, in any capacity whatsoever, (i) compete (as defined below) with the
Company Group, or (ii) operate, control, advise, be employed and/or engaged by,
perform any consulting services for, invest in (other than the purchase of no
more than five percent (5%) of the publicly traded securities of a company whose
securities are traded on a national stock exchange) or otherwise become employed
by or with, any person, company or other entity who or which, at any time during
the Noncompetition Period, competes with the Company Group.





As used above and in this paragraph,
“compete” is defined as being employed by a company engaged in the development,
marketing, distribution or sale of package or other shipping rate comparison
system software used via the Internet in any significant way similar to the
Company’s www.redroller.com
system and related services. As used in the preceding sentence, the term
“company” shall include, but not be limited to, Pitney Bowes, NeoPost,
Stamps.com, Newell Rubbermaid, Kewill and any corporate parents or subsidiaries
of the foregoing. The Executive further expressly represents and understands
that if the Executive’s employment is terminated, this Agreement will prohibit
the Executive from future employment with all companies that compete with the
Company Group, and as such, will constrain some of the Executive’s overall
possibilities for future employment.  By executing this Agreement,
Executive expressly represents that his training, education and background are
such that his ability to earn a living shall not be impaired by the foregoing
restriction in this Agreement.




(B)           Nondisclosure.  During
the Term and at any time thereafter, the Executive agrees to hold as a secret
and confidential (unless disclosure is required pursuant to court order,




12


subpoena,
in a governmental proceeding, arbitration, or pursuant to other requirement of
law) any and all knowledge, technical information, business information,
developments, and trade secrets, of the Company Group or its business,
including, without limitation, (i) information or business secrets relating
to the products, customers, business, or any of its respective clients,
customers, consultants or licensees; and (ii) any of the Company Group’s
customer lists, pricing and purchasing information or policies (collectively,
“Confidential
Information”), of which he has acquired knowledge during or after his
employment with the Company.  The foregoing shall not apply to
information that (a) was known to the public prior to its disclosure to the
Executive; (b) becomes generally known to the public subsequent to disclosure to
the Executive through no wrongful act of the Executive or any representative of
the Executive; or (c) the Executive is required to disclose by applicable law,
regulation or legal process (provided that the Executive provides the Company
with prior notice of the contemplated disclosure and cooperates with the Company
at its expense in seeking a protective order or other appropriate protection of
such information).  Executive further agrees not to use, directly or
indirectly, such Confidential Information for his own financial benefit or for
the financial benefit of others and/or disclose any of such Confidential
Information without the prior written consent of the Company. At the cessation
of employment with the Company, the Executive agrees to promptly return to the
Company any and all written Confidential Information received from the Company
which relates in any way to any of the foregoing items covered in this paragraph
and to destroy any transcripts or copies that the Executive may have of such
Confidential Information unless an alternative method of disposition is approved
by the Company.




(C)           Non-Solicitation.  During
the Executive’s employment with the Company and for the three (3) year period
thereafter, the Executive agrees that the Executive will not, except in the
furtherance of the Executive’s duties hereunder, directly or indirectly,
individually or on behalf of any other person, firm, corporation or other
entity, (i) solicit, aid or induce any employee, representative or agent of the
Company Group to leave such employment or retention or to accept employment with
or render services to or with any other person, firm, corporation or other
entity unaffiliated with the Company Group or hire or retain any such employee,
representative or agent, or take any action to materially assist or aid any
other person, firm, corporation or other entity in identifying, hiring or
soliciting any such employee, representative or agent; (ii) solicit, aid or
induce any (a) client or customer doing business with the Company Group as of
the date of the termination of the Executive’s employment or within the one (1)
year period prior to such termination, or (b) prospective client or customer of
the Company Group whom or which is a prospective client of the Company Group as
of the date of the termination of the Executive’s employment, to purchase goods
or services then sold by the Company Group from another person, firm,
corporation or other entity or assist or aid any other persons or entity in
identifying or soliciting any such client or customer or prospective client or
customer or; (iii) solicit, aid or induce any strategic vendor or any sales
representative, distributor or advisor of the Company Group to provide goods or
services then provided to the Company Group to another person, firm, corporation
or other entity in the shipping industry or assist or aid any other persons or
entity in the shipping industry in identifying or purchasing goods or services
from such vendor, sales representative, distributor or advisor.  An
employee, representative or agent shall be deemed covered by this sub-section
while so employed or retained and for one (1) year thereafter.




13


(D)           Non-Disparagement.  During
the Term and thereafter, the Executive agrees not to disparage or encourage or
induce others to disparage the Company Group or any of the Company Group’s past
or present employees, directors, members, shareholders, products or
services.  For purposes of this Agreement, the term “disparage”
includes, without limitation, comments or statements to the press, to the
Company Group or any of the Company Group’s employees, directors, members or
shareholders, or to any individual or entity with whom the Company Group has a
business relationship (including, without limitation, any vendor, sales
representative, advisor, supplier, client, customer or distributor of the
Company Group) that would adversely affect the Company Group or any of the
Company Group’s past or present employees, directors, members, shareholders,
products or services in any material respect, except as required by law, such as
when required by regulation or compelled by a court.




(E)           Return of
Property.  On the date of the Executive’s termination of
employment with the Company for any reason (or at any time prior thereto at the
Company’s request), the Executive shall return all property belonging to the
Company (including, but not limited to, any Company provided laptops, computers,
cell phones, wireless electronic mail devices or other equipment, or documents
and property belonging to the Company).




(F)           Tolling. In the event of any
violation of the provisions of this Section 8, the Executive acknowledges and
agrees that the restrictions contained in this Section 8 shall be extended by a
period of time equal to the period of such violation, it being the intention of
the Parties that the running of the applicable restriction period shall be
tolled during any period of such violation.




(G)           Reformation.  If it
is determined by a court of competent jurisdiction in any state or country that
any restriction in this Section 8 is excessive in duration or scope or is
unreasonable or unenforceable under the laws of that state or country, it is the
intention of the Parties that such restriction may be modified or amended by the
court to render it enforceable to the maximum extent permitted by the law of
that state or country.




(H)           Survival of
Provisions.  The obligations contained in this Section 8 shall
survive the termination or expiration of the Executive’s employment with the
Company and shall be fully enforceable thereafter.  The existence of
any claim or cause of action by the Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Company of the covenants and agreements set forth in this
Section 8; provided,
however, that the foregoing shall not, in and of itself, preclude the
Executive from providing any defense the Executive may have against the
enforceability of the covenants and agreements in this Section 8, nor should any
suit or action by Executive to enforce the terms of this Agreement be considered
a disparagement.




9.           Intellectual
Property Assignment. The Executive agrees that
all ideas, improvements, computer programs, code, flowcharts, inventions, and
discoveries that are




14


directly
related to the business of the Company (either as previously conducted or as
conducted at any time during the Executive’s employment), that the Executive may
have made or that the Executive may make or conceive, alone or jointly with
others, prior to or during the Executive’s employment with the Company, only to
the extent developed substantially during Company time and using Company
equipment, shall be the sole property of the Company, and the Executive
agrees:





(A)
            to
      promptly disclose any such ideas, improvements, inventions, and
      discoveries to the Company; and




(B)
            to
      treat such ideas, improvements, inventions, and discoveries as
      Confidential Information and as the trade secrets of the Company;
      and




(C)
            not
      to disclose such ideas, improvements, inventions, and discoveries to
      anyone, both during and after the Executive’s employment with the Company,
      without the Company’s prior written
approval.




The
Executive hereby assigns all of his right, title and interest in and to any such
ideas, improvements, inventions, or discoveries, including any potential patent
rights and any additional rights conferred by law upon the Executive as the
author, designer, or inventor thereof, to (i) vest full title in the idea,
improvement, invention, or discovery in the Company, and (ii) to enable the
Company to seek, maintain or enforce patent or other protection thereon anywhere
in the world.





The Executive agrees that the Company
is the author (owner) of any work of authorship or copyrightable work (“Work”) created by
Executive, in whole or in part, during the Executive’s employment by the Company
during Company time and/or using Company equipment and directly relating to the
business of the Company as previously conducted or as conducted at any time
during Executive’s employment. The Executive acknowledges that each writing and
other literary Work, each drawing and other pictorial and/or graphic Work and
any audio-visual Work, created by the Executive, in whole or in part, during
Company time and/or using Company equipment and directly relating to his
position or responsibilities with the Company, has been prepared by the
Executive for the Company as a Work for hire. The Executive agrees that in the
event that such Work is not considered Work for hire, the Executive hereby
assigns all copyright and any other rights conferred in law unto the Executive
in and to such Work to the Company. The Executive agrees that at the request of
the Company, the Executive will execute any documents deemed necessary by the
Company to (i) vest full title to the Work in the Company, and (ii) enable the
Company to register, maintain, or enforce copyrights in the Work anywhere in the
world. The Executive will treat any such Work as Confidential Information and as
the trade secrets of the Company and will not disclose it to anyone both during
and after the Executive’s employment by the Company, without the Company’s prior
written approval.





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The Executive recognizes that the
ideas, improvements, inventions, discoveries and Works directly relating to the
Executive’s activities while working for the Company and developed by him, alone
or with others, within one (1) year after termination of the Executive’s
employment with the Company may have been developed in significant part while
employed by the Company. Accordingly, the Executive agrees that such ideas,
improvements, inventions, discoveries and Works, if directly related to any of
the business activities or computer software or software development of the
Company, shall be presumed to have been developed during the Executive’s
employment with the Company and shall be and hereby are assigned in accordance
with the foregoing provisions, unless the Executive receives prior written
consent from the Company otherwise.




10.           Cooperation.  Upon the receipt
of reasonable notice from the Company (including the Company’s outside legal
counsel), the Executive agrees that while employed by the Company and
thereafter, the Executive will reasonably respond and provide information with
regard to matters in which the Executive has knowledge as a result of the
Executive’s employment with the Company, and will provide reasonable assistance
to the Company and its representatives in defense of any claims that may be made
against the Company, and will reasonably assist the Company in the prosecution
of any claims that may be made by the Company, to the extent that such claims
may relate to the period of the Executive’s employment with the
Company.  The Executive agrees to promptly inform the Company if the
Executive becomes aware of any lawsuits involving such claims that may be filed
or threatened against the Company.  The Executive also agrees to
promptly inform the Company (to the extent the Executive is legally permitted to
do so) if the Executive is asked to assist in any investigation of the Company
or their actions, regardless of whether a lawsuit or other proceeding has then
been filed with respect to such investigation, and shall not do so unless
legally required.





11.           Acknowledgments.





(A)           Executive
specifically acknowledges that the covenants set forth herein restricting
competition, disclosure, solicitation/interference and disparagement are
reasonable, appropriate and necessary as to duration, scope and geographic area
in view of the nature of the relationship between the Executive and the Company
and the investment by the Company of significant time and resources in the
training, development and employment of the Executive. The Executive warrants
and represents that in the event that any of the restrictions set forth in these
covenants become operative, he will be able to engage in other activities for
the purpose of earning a livelihood, and shall not be impaired by these
restrictions.





(B)           Executive
further acknowledges that the Company’s remedies at law for any breach or
threatened breach of these covenants, including monetary damages to which the
Company may be entitled, would be inadequate and, in recognition of this fact,
the Executive agrees that, in the event of such a breach or threatened breach,
in addition to any remedies at law, the Company, its successors and assigns,
shall, without the posting of any bond, be entitled to obtain equitable relief
in the form of specific performance, a temporary restraining order, a temporary
or permanent injunction or any other equitable remedy that may then be
available.




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Such
equitable relief shall not be exclusive, but shall be in addition to any other
rights or remedies which the Company may have for any such breach or threatened
breach.  In the event of any material breach, non-performance or
non-observance, by the Executive of any term of Section 8 of this Agreement,
that if curable, is not cured within ten (10) days of the giving of written
notice thereof to the Executive, the Company’s obligation to pay severance
benefits hereunder shall immediately cease and the Executive shall immediately
refund to the Company any severance benefits previously received.





12.           Tax
Matters.




(A)           Withholding.  The
Company may withhold from any and all amounts payable under this Agreement such
federal, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.




(B)           Section 409A.  The
intent of the parties is that payments and benefits under this Agreement comply
with Section 409A of the Code and the regulations and guidance promulgated
thereunder (collectively “Code Section 409A”)
and, accordingly, to the maximum extent permitted, this Agreement shall be
interpreted to be in compliance therewith.  In no event whatsoever
shall the Company be liable for any additional tax, interest or penalties that
may be imposed on the Executive by Code Section 409A or any damages for failing
to comply with Code Section 409A.




13.           Governing
Law.  This Agreement
shall be governed and performed in accordance with, and only to the extent
permitted by, the laws of the State of Connecticut applicable to contracts made
and to be performed entirely within the State of Connecticut without giving
effect to rules governing the conflict of laws.  Any action or
proceeding to enforce or arising out of this Agreement shall be commenced in the
courts located in Fairfield County in the State of Connecticut.  The
Parties consent to the exclusive jurisdiction of such courts, agree that venue
will be proper in such courts and waive any objections based upon forum non
conveniens.  The choice of forum set forth in this Section 13
will not be deemed to preclude the enforcement of any judgment obtained in such
forum or the taking of any action under this Agreement to enforce such judgment
in any other jurisdiction.




14.           Assignment.




(A)           This
Agreement is personal to each of the Parties.  Except as provided in
sub-section (B) below, no party hereto may assign or delegate any rights or
obligations hereunder without first obtaining the written consent of the other
party hereto.  Any purported assignment or delegation by the Executive
in violation of the foregoing shall be null and void ab initio and of no force and
effect.




(B)           Notwithstanding
sub-section (A) above, the Company may assign its rights and obligations under
this Agreement to any successor to all or substantially all of the business
and/or assets of the Company which assumes the obligations of the Company
hereunder in writing, by operation of law, or otherwise.




17


15.           Notice.  Any notice or
other communication required or permitted to be given under this Agreement (a
“Notice”) will
be in writing and delivered in person, by facsimile transmission (with a Notice
contemporaneously given by another method specified in this Section 15), by
overnight courier service or by postage prepaid mail with a return receipt
requested, at the following locations (or to such other address as either party
may have furnished to the other in writing by like Notice):




If to the Executive:




Michael T. Tribolet







If to the Company:




RedRoller Holdings, Inc.


Soundview Plaza


1266 East Main Street


Stamford, CT 06902-3546


Attn: Chairman of the Board of
Directors




All such
Notices will only be duly given and effective upon receipt (or refusal of
receipt).




16.           Entire
Agreement; Amendments; Waivers.This Agreement contains the
entire agreement between the Parties with respect to the subject matter hereof
and replaces or supersedes any previous agreements (written or oral), letters,
offers, term sheets or other communication between the Company and the
Executiveon such
subject matter. This Agreement may not be changed orally, but only by agreement,
in writing, signed by each of the Parties. The terms or covenants of this
Agreement may be waived only be a written instrument specifically referring to
this Agreement, executed by the party waiving compliance. The failure of the
Company at any time, or from time to time, to require performance of any of the
Executive’s obligations under this Agreement shall in no manner affect the
Company’s right to enforce any provisions of this Agreement at a subsequent
time, and the waiver by the Company of any right arising out of any breach shall
not be construed as a waiver of any right arising out of any subsequent
breach.




17.           Representations.  The Executive
represents and warrants to the Company that the Executive has the legal right to
enter into this Agreement and to perform all of the obligations on the
Executive’s part to be performed hereunder in accordance with its terms and that
the Executive is not a party to any agreement or understanding, written or oral,
which could prevent the Executive from entering into this Agreement or
performing all of the Executive’s obligations hereunder.




18.           Section
Headings; Inconsistency.  The section
headings used in this Agreement are intended solely for convenience of reference
and shall not affect, and shall not be used in connection with, the construction
or interpretation of this Agreement.  In the event of any




18


inconsistency
between the terms of this Agreement and any form, award, plan or policy of the
Company, the terms of this Agreement shall control.




19.           Severability.  The provisions of
this Agreement shall be deemed severable and the invalidity of unenforceability
of any provision shall not affect the validity or enforceability of the other
provisions hereof.




20.           Counterparts. This Agreement may be
executed in multiple counterparts (including via facsimile), each of which shall
be deemed an original but all of which together shall constitute one and the
same document.












[Signature
Page Follows]

































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












COMPANY:RedRoller
      Holdings, Inc.By:
              /s/ Robert
      J. CrowellName: 
      Robert J. CrowellTitle:   
      Chairman of the Board








EXECUTIVE:/s/ Michael
      T. TriboletMichael
      T. Tribolet










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