PERSONAL &
CONFIDENTIAL

    


    


    March 6, 2009

    


    Jonathan Hirst

    144 Litchfield Road

    Norfolk, Connecticut
06058

    


    Dear Jonathan,

    


    On behalf of KIT digital, Inc. (the
“Parent
Company”), we are pleased
to confirm your employment with KIT digital FZ-LLC, KIT digital’s Dubai subsidiary (“KIT” or the “Company”) as Chief Financial Officer of the
Parent Company under the following terms and conditions.

    


    1.   APPOINTMENT

    


    The Company employs Executive in the
capacity of Chief Financial Officer. The Executive has the duties and
responsibilities habitually associated with such a post with a U.S. public
company including but not limited to developing and maintaining financial
organizations, systems and staffing to safeguard the assets of the Parent
Company and its subsidiaries; assessing and managing risk; managing the cash and
working capital resources; ensuring compliance with both SEC (including the
requirements of the Sarbanes-Oxley Act) regulations and local laws (including
tax compliance) wherever the Parent Company and its subsidiaries operate;
ensuring the provision of relevant and timely financial information and
financially-based strategic advice to Senior Executives and (as required) the
Parent Company’s Board of Directors; and assisting in the provision of investor
relations and any other requirements that the President may from time-to-time
request. Executive shall report to the President, Gavin Campion, and shall be based in the head office in
Dubai or in such other location as Company and Executive agree and deem
appropriate over time.


    


    2.   DURATION OF
CONTRACT

    


    Your employment with the Company shall
commence on March 23, 2009 (“Commencement Date”) and shall continue in full force and
effect for an indefinite period subject to approval of the UAE Labor
and Immigration Departments
and/or any other government authority as required. Executive shall formally
assume the role of Chief Financial Officer on April 27,
2009.

    


    3.   PROBATIONARY
PERIOD

    


    Your employment with the Company shall
be subject to a three-month
probationary period in accordance with UAE law.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.   COMPENSATION

    


    4.1   Compensation. In consideration for his
service, the Company shall pay Executive a Total Compensation in the amount of
AED 733,400 (Seven-Hundred Thirty-Three Thousand Four-Hundred UAE Dirhams). This
compensation level in UAE Dirhams will be adjusted from time to time such that
it always equals US$200,000 (Two Hundred Thousand United States Dollars). The
AED 733,400 level is based on the current fixed exchange rate of 3.667* paid monthly in arrears. The Total
Compensation payable monthly shall be as follows:

     

    
      
        
          
            	
                    Base
      Compensation:

                  	
                    36,670
  Dhs.

                  
	
                    Housing
      Allowance:

                  	
                    15,279
  Dhs.

                  
	
                    Transport
      Allowance:

                  	
                    9,168
  Dhs.

                  
	
                    TOTAL
      COMPENSATION:

                  	
                    61,117 Dhs. /- (US$16,666.67)
      monthly

                  


          

        

      

    

    
*To the extent that the Exchange Rate
fluctuation is in excess of 1%, the Dollar amount shall remain constant and
corresponding adjustments shall be reflected in the Dirham amount
only.

    


    4.2   Performance Incentive. Based on the
success of the Parent Company’s gross, net, EBITDA and cash target levels,
the 2009 bonus would be a maximum of 50% of the Executive’s Total Compensation paid in 2009.
Targets and criteria will be agreed by Executive and in alignment with the
Executive Bonus Plan, to be determined.

    


    4.3   Relocation
Allowance.  The
Company shall provide you with an economy class return ticket from your home
country. The Company shall also reimburse reasonable relocation expenses for the
Executive and Executive’s family. Shared accommodation will be provided
for the first month in an existing team member’s
accommodation.

    


    4.4           Stock Options. The Executive is entitled
to 400,000 stock options in the Parent Company. These options will be ratified
by the Board of Directors of the Parent Company and are subject to
separate agreements entered
into between the Executive and the Parent Company. Such options will be issued
with a strike price, vesting period and acceleration provisions in accordance
with the Parent Company’s 2008 Incentive Stock Plan, duly
ratified by the Parent Company’s Board of Directors and shareholders.
Subject to satisfactory performance, the Executive will receive a minimum of
150,000 additional options after 12 months of service.

    


    4.5           Other Amounts. The Company shall arrange
for a residence visa if required and health insurance for the
Executive and Executive’s family. If required the Executive
shall be advanced an amount up to 150,000 AED (such amount to be determined by
the Executive) in the form of a Company loan to secure rental accommodation
in Dubai for a 12-month rental payment. The
repayment of the advance is the responsibility of the Executive and will be
deducted from the Executive’s salary on a monthly basis. The
Executive shall execute such documents as may be requested by the Company to
evidence the Company loan subject to the
terms herein, prior to the issuance of the loan by the Company.  The
Dubai market is increasingly not requiring 12-month advance payments; it is
preferred that the Executive take accommodation without the need for
the upfront payment.

    


    4.6           Business Travel.  The Company
shall reimburse Executive for pre-approved expenses related to business travel,
including economy class airfare.

    


    4.7           Applicable Taxes. There is no personal
income taxation under UAE Law. However, the compensation amounts referred to in this
Offer may be subject to personal income taxation in the home jurisdiction of the
Executive. Executive shall be responsible for filing any annual returns or
statement and shall be responsible for making any income tax payments to the relevant authorities in
respect of any taxable income under the laws of Executive’s home jurisdiction.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.   WORKING
DAYS/HOURS

    


    Executive is employed in a professional,
supervisory and/or managerial capacity, and as such shall be expected to accomplish all tasks
reasonably assigned to him, in whatever time as may be required for the
performance of such tasks, without any additional
remuneration.

    


    6.   HOLIDAYS/LEAVE

    


    6.1   Executive shall be entitled to annual
leave of twenty (20)
working days in accordance with UAE Labour law and accrued beginning on the
Commencement Date at the rate of 1.7 days per month. Executive shall be
permitted to use annual leave after the completion of his probationary period
and with Company’s prior approval. The Company currently recognizes
ten (10) public holidays per annum.

    


    6.2           Unused annual leave shall not be
converted into cash compensation nor carried forward to the following year.
However, if Executive’s annual leave is due and if urgent
business arises and his
availability is required, Executive, upon Company’s approval, shall have the right to
carry forward his unused annual leave as determined by the
Company.

    


    6.3           Sick leave shall be in accordance with
the provisions of the UAE Labor Laws and Regulations. Executive will not be
entitled to any paid sick leave during his probationary
period.

    


    7.   RESPONSIBILITIES/CONFIRMATION

    


    7.1   Executive will devote the whole of his
professional time and attention to employment with the Company and the
furtherance of its
interest. Executive will not, during the period of employment with the Company,
be concerned directly or indirectly with any other business without the prior
written consent of Company. This Article 7.1 shall not apply to passive
participation in the form of shareholding/equity
interests in third party entities. Notwithstanding the above, the Company hereby
acknowledges and agrees to the participation of the Executive in the companies
in which Executive is currently involved in such capacities and to such terms as are set out in
Schedule D (“Permitted
Activities”).

    


    7.2           Executive will not accept any gift,
payment of any kind or any other benefit from or on behalf of any third party
connected with the business of the Company.

    


    7.3           Executive will comply with Company’s Policies and Procedures in addition to
any internal regulations and rules which may be amended from time to time at
Company’s sole discretion, provided that the
Company provides the Executive at least thirty (30) days notice of any amendments thereto. In the event of
direct conflict between the Company’s Policies and Procedures and this
Agreement, this Agreement shall prevail.

    


    7.4           The Executive may hold directorial or
other positions related to Executive’s shareholding in certain other companies, provided that (a)
such companies do not compete with Company in any way, (b) such involvement does
not occupy more than five (5) hours of Executive’s time per week, and (c) Chief Executive
Officer of Company provides written permission (by mail or email) for such involvement
at least once per year at the behest of the Executive. Such permission will not
be unreasonably withheld.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8.   TERMINATION/DISMISSAL

    


    8.1           Either party may terminate the
employment relationship at any time by giving the other party not less than
thirty (30) days written notice. In the event Company dismisses Executive
without cause after the probationary period, Executive is entitled to three (3)
months’ severance pay.

    


    8.2           The Company has the right at any time
to immediately dismiss
Executive without notice or in lieu of notice and without any benefits
whatsoever upon the occurrence of any of the following
events:

    


    8.2.1   If Executive commits an Article 120
violation of the UAE Labor Law (Attached hereto as Schedule A);

    


    8.2.2   If Executive is in breach of the
Non-Competition Agreement (attached as Schedule B) or the Non-Disclosure
Agreement (attached hereto as Schedule C);

    


    8.2.3   After Executive receives written notice
of conduct which is in violation of policies, standards, and regulations of the
Company as established from time to time, and after a reasonable period of time
to correct the conduct, Executive willfully fails or refuses to comply, in a
material manner, with the policies, standards, and regulations of the Company;

    


    8.2.4   Executive engages in fraud, dishonesty,
or any other act of material misconduct in the performance of Employee's duties
on behalf of the Company;

    


    8.2.5   Executive fails to perform any material
provision of this Agreement to be performed by Employee, provided however, that
if such breach can be cured, the Employee will receive reasonable, written
notice of breach and opportunity to cure such breach.

    


    8.4   Upon termination of employment,
Executive will at once deliver to the Company all documents, samples, brochures, data,
effects, money or other property belonging to the Company which are in
Executive’s possession, charge, control or
custody.

    


    8.5   Upon termination of employment (for
whatever reason), Executive shall not, in any manner, claim any compensation of whatever nature
and type except as entitled hereunder.

    


    9.    CONFIDENTIALITY AND
NON COMPETITION

    


    The Executive shall execute the
Non-Competition Agreement attached hereto as Schedule B and a Non-Disclosure
Agreement attached hereto
as Schedule C as a condition to employment with the Company. Said
Non-Competition Agreement and Non-Disclosure Agreement shall form an integral
part of this Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    10.   INTELLECTUAL PROPERTY
RIGHTS

    


    All rights, titles and interests in and
to all work product and
other materials produced or provided pursuant to this Agreement, including all
rights in copyrights, research, documents, business development plans or
strategies data, reports, audio and video materials, databases, or other
materials used or produced by Executive in the
performance of his duties pursuant to this Agreement, including any
modifications, enhancements, or derivative works therefor and/or other
intellectual property rights pertaining thereto (“Work Product”), shall be held by the Company, and all Work Product
shall, to the extent possible, be considered works produced by Executive during
his employment for the sole benefit of Company. Executive shall take all actions
deemed necessary by Company to protect Company's rights therein. In the event that the Work
Product does not, for any reason, constitute work produced by Executive during
Executive’s employment for the sole benefit of
Company under applicable law, or in the event that Executive otherwise retains
any rights to any Work Product, Executive agrees to
assign, and upon creation thereof hereby automatically assigns, all rights,
titles, and interests in and to such Work Product to the Company, without
further consideration. Executive agrees to execute any documents of assignment or registration of copyright
requested by Company respecting any and all Work Product.

    


    11.   INDEMNIFICATION

    


    Executive hereby agrees to indemnify and
keep Company indemnified from and against all claims, demands, damage, loss or
liability (whether criminal
or civil) suffered and legal costs incurred by the Company arising out of or in
connection with Executive’s breach of this Agreement or violation
of any law which adversely affects the Company or results in a successful claim
by any third party against the
Company.

    


    12.   ENTIRE
AGREEMENT

    


    Upon acceptance of this Offer of
Employment by the Executive, as signified by execution of the same by the
Executive, this Offer of Employment shall become a binding contract and
constitutes the entire
agreement between the parties and cancels and supersedes any prior
understandings, agreements, promises and contracts, whether oral or written with
respect to any employment and/or consultancy services to be provided by the
Executive, which have been entered between the Executive, the Company
and/or the Parent Company (with the exception of said agreements specifically
related to the Executive’s options issued pursuant to the Parent
Company’s 2008 Incentive Stock Plan. The terms
and conditions of this Offer of Employment may only be amended or
supplemented by the written agreement of the parties.

    


    13.   SEVERABILITY

    


    If any provision herein is determined to
be invalid or unenforceable in whole or in part, such invalidity or
unenforceability will attach only to such provision or its part and
the remaining part of such provision and all other provisions of contained
herein shall continue in full force and effect.

    


    14.   OTHER
BENEFITS

    


    Executive shall be entitled to other
employment benefits which are dictated or governed by the
Executive’s employment status as it is described
in Company’s Policies and
Procedures.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    15.   GOVERNING
LAWS/DISPUTES

    


    The employment shall be governed by and
construed in accordance with the law of the UAE Federal Labor Law and Regulations No. 8 of 1980, as
amended. Any dispute arising out of this Offer of Employment which cannot be
settled amicably between the parties shall be referred to the Courts of the
Emirate of Dubai.

    


    16.   SURVIVAL

    


    The terms of Articles 8 (Termination/Dismissal), 9 (Confidentiality
and Non-Competition), 10 (Intellectual Property), 11 (Indemnification), 12
(Entire Agreement), 13 (Severability), 15 (Governing Law), 16 (Survival) and
Schedules B and C shall survive the termination of this Agreement.

    


    With the formalities covered, we look
forward to continue working with you. Please feel free to call or email me if
you have questions or concerns.

    


    Sincerely,

    


    /s/ Gavin Campion

    


    Gavin Campion

    President

    KIT digital, Inc.

    


    


    I, William Jonathan Hirst, acknowledge I have read and agree to the
terms and conditions set out in this Offer of Employment and in the attached
Schedules and accept this job offer of Chief Financial Officer by KIT digital, FZ-LLC. Upon execution
of this Offer of Employment, I understand and agree that this Offer of
Employment shall constitute a formal contract of employment.

    


    Read, Agreed and
Accepted:

     

     

    
      
        
          	Signature:	
                  /s/ Jonathan
      Hirst

                	
                  Date:   3/6/09

                
	 	
                  William
      Jonathan Hirst

                	 
      


        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE A

    


    ARTICLE 120 VIOLATIONS

    


    


    1.       If
the Executive has adopted false identity or nationality or has submitted forged
certificates or documents.

    


    2.       If
the Executive is dismissed during the probationary period.

    


    3.       If
the Executive has committed a mistake and has resulted in substantial loss
for the employer, provided that the employer notifies the Labour Department
within 48 hours of his becoming aware of the incident.

    


    4.       If
the Executive has violated instructions for work or work place safety,
provided that (i) such
instructions were displayed in a prominent place; and (ii) the employee has been
informed of them orally if the employee is illiterate.

    


    5.       If
the Executive failed to carry out his duties as stipulated in the employment
contract and continued to
do so despite receiving a written warning to terminate his
employment.

    


    6.         If the Executive discloses a secret of
the employer.

    


    7.       If
the Executive is convicted of a crime involving honour, honesty or public
morals.

    


    8.       If
the Executive is found
drunk or under the influence of drugs during working hours.

    


    9.       If
the Executive commits a physical assault on his employer or manager or one of
his colleagues during work.

    


    10.         If the Executive is absent from work,
without a valid reason for
more than 20 non-consecutive days in one year or for more than seven consecutive
days.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE B

    


    NON-COMPETITION
AGREEMENT

    


    


    This Non-Competition Agreement
(“Agreement”) is hereby entered into and effective
as of the date of the associated Offer of Employment by and
between KIT digital, FZ-LLC and its affiliates including KIT digital, Inc.
(d/b/a KIT digital, Inc.), a Delaware corporation (collectively, “KIT”), and Executive.

    


    As set out in the Offer of Employment
between the Company and
Executive and for good consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned Executive hereby agrees, except with the
express prior written consent of the Chief Executive Officer of Company, not to
directly or indirectly compete with the business of
KIT and/or its successors and/or assignees during the period of employment and
for a period of three (3) months following termination of employment,
notwithstanding the cause or reason for termination.

    


    The term “not compete” as used herein shall mean that the
Executive shall not establish, engage, own, manage, operate, join, consult,
solicit or accept employment in a business of video media brand consultancy and
video-related ecommerce, streaming or otherwise providing, through Internet protocol, video
presentation of television programming.

    


    Due to the confidential and proprietary
nature of KIT’s business, the Executive acknowledges
through a separate Non-Disclosure Agreement that KIT will provide Executive
access to trade secrets,
customers and other confidential data, including business and financial data and
good will. The Executive agrees to retain said information as confidential and
not to use said information on his own behalf or disclose same to any third
party in violation of such Non-Disclosure
Agreement.

    


    Should the Executive violate this
agreement, the Executive agrees that money damages will not be sufficient to
redress a breach of this Agreement and that KIT shall, in addition, be entitled
to specific performance,
injunctive and other equitable relief against the undersigned without the need
to post any bond or to prove the inadequacy of money damages as a
remedy.

    


    If any part of this Agreement shall be
determined by any court of competent authority to be invalid or unenforceable in whole or in
part, such court is authorized and directed to sever or modify such invalid or
unenforceable part, and to give effect to the remainder of this Agreement to the
fullest effect permitted by law.

    


    This agreement shall be binding upon and inure to the benefit
of the parties, their successors, assigns, and personal representatives. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, USA, without regard to principles of conflict of laws. All disputes arising
hereunder shall be subject to the exclusive jurisdiction of courts of
appropriate jurisdiction located in New York.

     

    
      
        
          
            
              
                	 	 	 	 	 
	
                        /s/
      Jonathan Hirst 

                      	 	 	
                        /s/
      Gavin Campion

                      	 
	
                        William
      Jonathan Hirst  

                      	 	 	
                        Gavin
      Campion

                      	 
	
                      	 	 	
                              
                          President

                        

                      	 
	      
                        Date: 3/6/09

                      	 	 	KIT
      digital, Inc.	 
	 	 	 	 	 
	 	 	 	Date: 3/9/09	 


              

            

          

        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE C

    


    NON-DISCLOSURE
AGREEMENT

    


    


    This is to confirm that KIT digital
FZ-LLC and its affiliates including KIT digital, Inc. (d/b/a KIT digital, Inc.)
a Delaware corporation
(collectively “KIT”) will provide Executive certain
business and financial information, which is confidential and proprietary in
nature for your examination. KIT is making such information available to
Executive for such purpose only, subject to the following terms and
provisions:

    


    All information and documentation
provided by KIT to Executive, in whole or in part, together with any analyses,
compilations, studies or other documents prepared by Executive, which contain or
otherwise reflect any such
information and the review thereof, including but not limited to financial
information, technical specifications, customer data, strategy, investor or
other corporate presentations, is hereinafter referred to as the “Information.”

    


    The Information will be kept confidential by Executive and
shall not without KIT’s prior consent be, directly or
indirectly, disclosed or communicated by Executive in any manner whatsoever, in
whole or in part, to any person, firm or corporation, and shall only be used by
Executive in connection with the
corresponding project or duties as set out in the associated Offer of
Employment. Executive agrees to transmit the Information only to those who need
to know such Information and in circumstances in which the recipient is
aware of and has agreed to observe the
confidential nature of such Information.

    


    If it is requested at any time,
Executive will promptly return to a KIT designate all copies of the Information
provided by KIT in whatever form it may exist in Executive’s possession or control.

    


    Executive’s obligation hereunder shall not apply
to any information which (i) was known to Executive prior to KIT’s disclosure, provided that such
information was lawfully obtained or developed by Executive and documented in
Executive’s records, (ii) becomes generally available
to the public other than as a result of a disclosure in violation of this
Agreement, or (iii) becomes available from a third party, if to the best of
Executive’s knowledge the third party is not bound
by a similar confidentiality agreement, and the third
party lawfully obtained such information.

    


    Without KIT’s prior written consent, Executive will
not disclose, directly or indirectly, to any person either the fact that any
investigations or negotiations are taking place regarding any project undertaken by
Executive or others for KIT, or that Information has been provided to Executive,
or any of the terms, conditions or other facts with respect to any such possible
projects.

    


    Notwithstanding any provision of this
letter of agreement to the
contrary, KIT acknowledges that Executive may make disclosures as and to the
extent (but only to the extent), required, in the written opinion of counsel, by
any governmental regulatory agency or representative thereof or pursuant
to legal process; provided, however, that
in the event Executive is so required to disclose or make available for review
Information and to the extent permitted by law, agrees to notify KIT promptly of
such requirement and to cooperate with KIT to obtain appropriate protective order or other
reliable assurance that confidential treatment will be accorded such
Information.

    


    Executive agrees that money damages may
not be a sufficient remedy for any breach of this Agreement, and that in
addition to all other available remedies, KIT shall be entitled to
specific performance and to injunctive or other equitable relief as a remedy for
any such breach, without the need to post any bond or prove the inadequacy of
money damages.

    


    The foregoing obligations shall be in
effect during the period of
Executive’s employment and for two (2) years after
such time that Executive ceases to work for KIT.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Executive understands and agrees that
neither KIT, its shareholders nor representatives will be under any legal
obligation of any kind
whatsoever with respect to any project by virtue of this Agreement, except as to
the matters specifically agreed to herein. KIT accepts no responsibility for any
expense, losses, or actions incurred or undertaken by Executive as a result of
the receipt of the
Information.

    


    This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to principles of conflict of laws. All disputes arising hereunder shall be
subject to the exclusive jurisdiction of courts of appropriate jurisdiction
located in New York City.

    


    If the forgoing reflects the
understanding and agreement of parties, please sign and return the original copy
of this letter as noted below.

    
       

      
        
          
            
              
                
                  	 	 	 	 	 
	
                          /s/
      Jonathan Hirst 

                        	 	 	
                          /s/
      Gavin Campion

                        	 
	
                          William
      Jonathan Hirst  

                        	 	 	
                          Gavin
      Campion

                        	 
	
                        	 	 	
                                
                            President

                          

                        	 
	      
                          Date: 3/6/09

                        	 	 	KIT
      digital, Inc.	 
	 	 	 	 	 
	 	 	 	Date: 3/9/09	 


                

              

            

          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

                                                                                                                    

    SCHEDULE D

    
PERMITTED ACTIVITIES

    


    


    Company:  Results
International Group

    


    Position:  Associate

    


    Time Allocation per Month:  10
hours