**Exhibit 10.16**EMPLOYMENT AGREEMENT     EMPLOYMENT AGREEMENT dated as of the 21st day of December 2005 by and betweenADSTAR, INC., a Delaware corporation (the “Company”) and ELI ROUSSO, an individual (the“Executive”).     1. PERIOD. Subject to the terms and conditions hereof, the term of employment of the Executiveunder this Agreement shall be for the period (the “Employment Period”) commencing on December 21,2005 and terminating on the expiration of four (4) years from such date, unless extended asprovided in Paragraph 2 or terminated as provided in Paragraphs 5, 6 or 7 hereof.     2. RENEWAL. The Employment Period shall be extended for successive one-year periods unlessprior to December 1 of any year, either party notifies the other that he or it chooses not toextend the employment term. By way of example, if neither party makes an election prior toDecember 1, 2006 then the Employment Term shall automatically be extended by one additional year toDecember 20, 2010.     3. DUTIES AND RESPONSIBILITIES. The Company shall employ the Executive and the executiveaccepts such employment as EXECUTIVE VICE PRESIDENT AND CHIEF TECHNOLOGY OFFICER of the Companyduring the Employment Period. The Executive shall report to and be subject to the direction of theBoard of Directors and shall perform such duties commensurate with his title and position as may beassigned to him from time to time by the Board of Directors. During the Employment Period, theExecutive shall devote his full time, energy, skill and attention to the businesses of the Companyand shall perform his duties in a diligent, trustworthy, loyal and businesslike manner.     4. COMPENSATION AND BENEFITS.          (a) The Executive’s compensation shall be at the annual rate of $212,800, less applicablewithholding for income and employment taxes as required by law and other deductions to which theExecutive shall agree.          (b) The Executive shall be entitled to such increase in compensation or bonuses as and whendetermined by the Board of Directors.          (c) Except as otherwise provided herein, the Executive shall be entitled to participate, tothe extent he qualifies, in any bonus or other incentive compensation, profit-sharing or retirementplans, life or health insurance plans or other benefit plans maintained by the Company, upon suchterms and conditions as are made available to executives of the Company, generally.          (d) The Executive shall be entitled to reimbursement of all reasonable, ordinary and necessarybusiness related expenses incurred by him in the course of his duties and upon submission ofappropriate documentation in accordance with the Company’s procedures.          (e) The Executive shall be entitled to paid vacation during each calendar year in accordancewith the procedures of the Company in effect from time to time.          (f) The Executive shall be entitled to disability benefits and medical insurance at the samelevel as now provided by the Company or at such higher level as the Company may hereafter providefor other executives or employees in the Company.
 

 
     5. TERMINATION IN CASE OF DEATH OR DISABILITY. In case of Disability, which for this purposeshall mean that as a result of illness or injury, the Executive is unable substantially to performhis duties hereunder for a period of at least one hundred eighty (180) consecutive days, theCompany may terminate the Executive’s employment hereunder upon giving the Executive at leastthirty (30) days’ written notice of termination; provided, however, that if the Executive iseligible to receive disability payments pursuant to a disability insurance policy paid for by theCompany, the Executive shall assign such benefits to the Company for all periods as to which he isreceiving full payment under this Agreement. This Agreement shall terminate upon the death of theExecutive.     6. OTHER TERMINATION BY THE COMPANY.          (a) The Company may terminate the Executive’s employment for Cause (as defined insub-paragraph (b) below); provided, however, that the Company shall not terminate this Agreementfor reasons set forth in Section 5(b)(i) unless the Company shall first have delivered to theExecutive a notice which specifically identifies such Cause and the Executive shall not have curedthe same within thirty (30) days after receipt of such notice (the “Cure Period”).          (b) “Cause” shall mean (i) a material breach by the Executive of any of the terms, covenants,agreements or representations set forth herein, or (ii) the Executive willingly engaging inmisconduct which is materially injurious to the Company, monetarily or otherwise, including, butnot limited to, engaging in any conduct which constitutes a crime under federal, state or locallaws (other than traffic violations).     7. TERMINATION BY THE EXECUTIVE FOR “GOOD REASON”. The Executivemay terminate his employment for “Good Reason” if:          (a) he is assigned, without his express written consent, any duties inconsistent with hispositions, duties, responsibilities, authority and status with the Company as of the date hereof,or his reporting responsibilities or titles as in effect as of the date hereof are changed;provided, however, that prior to termination of employment by Executive pursuant to this Section7(a), Executive shall notify the Company’s Board of Directors in writing of the causes for suchtermination and the Board shall have twenty (20) days from the receipt of such notice tosubstantially cure such causes for termination; or          (b) his compensation or benefits are reduced.     8. LIQUIDATED DAMAGES. It is understood that if the Executive (i) shall elect to terminate hisemployment for a Good Reason (as defined above) or (ii) his employment is terminated by the Companyotherwise than as provided in Section 5 and 6, the Executive will suffer damages which will bedifficult to calculate. Consequently, in the event of a termination of the Executive’s employmentfor either of these reasons, the Executive shall be entitled by way of liquidated damages and notas a penalty to receive a single lump sum payment in an amount equal to the amount of thecompensation payments that, but for his termination of employment under this Section 8, would havebeen payable to the Executive for the remainder of the Employment Period or twelve (12) months,whichever is higher.          Such payment shall be made by the Company to the Executive within fifteen (15) days followinghis termination of employment for the reason set forth in this Section 8. The Executive shall notbe required to mitigate the amount of any payment provided in this Section 8
 

 
nor shall the amount payable under this Section be reduced by any compensation earned by theExecutive after the date of his termination of employment.     9. CONFIDENTIALITY; NON-COMPETE.          (a) The Executive agrees that during the Employment Period, or at any time thereafter, he willnot, directly or indirectly, use for his own benefit or for the benefit of any third party, orreveal or cause to be revealed to any person, firm, entity or corporation, any ConfidentialInformation (as defined herein) which relates to the Company or its customers. ConfidentialInformation shall include, but not be limited to, trade secrets, supplier lists, customer lists,intellectual property and any other information, whether or not proprietary, which relates to thebusiness of the Company and which otherwise is not considered to be public information; provided,however, that the parties acknowledge that it is not the intention of this paragraph to includewithin its subject matter (i) information not proprietary to the Company, (ii) information which isthen in the public domain, or (iii) information required to be disclosed by law.          (b) The Executive further agrees that during the Employment Period and for a period ofeighteen (18) months thereafter, he will not, directly or indirectly, in any manner (i) engage inany business which competes with any business conducted by the Company, and will not, directly orindirectly, own, manage, operate, join, control or participate in the ownership, management,operation or control of, or be employed by or connected in any manner with any corporation, firm,entity, or business that is so engaged unless duly authorized by written consent of the Company;provided, however, that nothing herein shall prohibit the Executive from owning not more than three(3%) percent of the outstanding stock of any publicly held corporation; (ii) persuade or attempt topersuade any employee of the Company to leave the employ of the Company or to become employed byany other entity; (iii) persuade or attempt to persuade any current customer or former customer toreduce the amount of business it does or intends or anticipates doing with the Company or (iv) takeany action which might divert from the Company any opportunity of which he became aware during hisemployment with the Company which would be within the scope of any of the businesses then engagedin or planned to be engaged in by the Company.          (c) The Executive acknowledges that a violation of any of the covenants contained in thisparagraph 9 may cause irreparable injury to the Company and that the Company will be entitled, inaddition to any other rights and remedies it may have, to injunctive relief; provided, however,that nothing contained herein constitutes a waiver by the Executive of his rights to contest theexistence of any such violation of such covenants.          (d) In the event the covenants contained in this paragraph 9 should be held by any court orother duly constituted judicial authority to be void or otherwise unenforceable in any particularjurisdiction or with respect to any particular activity, then such covenants so affected shall bedeemed to have been amended and modified so as to eliminate therefrom the particular jurisdictionor activity as to which such covenants are so held to be void or otherwise unenforceable, and, asto all other jurisdictions and activities covered hereby, the terms and provisions hereof shallremain in full force and effect.          (e) In the event this Agreement shall be terminated, then notwithstanding such termination,the provisions of this paragraph 9 shall survive such termination.     10. SUCCESSORS; BINDING AGREEMENT. This Agreement shall inure to the benefit of and beenforceable by the parties hereto, their personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees.
 

 
     11. NOTICE. Any notice, request, instruction or other document to be given hereunder by anyparty shall be in writing and shall be deemed to have been duly given when delivered personally orfive (5) days after dispatch by registered or certified mail, postage prepaid, return receiptrequested, to the party to whom the same is so given or made:     If to the Company addressed to:AdStar, Inc.