Exhibit
10.33 EMPLOYMENT
AGREEMENT THIS EMPLOYMENT AGREEMENT, made as of March
6, 2007, by and between LE@P TECHNOLOGY,
INC.,a Delaware corporation located at 5601 N. Dixie Highway, Suite
411, Fort Lauderdale, Fl 33334 (the Corporation), and HOWARD BENJAMIN
(Employee), an individual residing at 410 Marret Road, Lexington,
Massachusetts 02421. W I T N E S S E T H : WHEREAS, the Corporation and Employee
desire to enter into this Agreement pursuant to which the Corporation agrees to
employ Employee and Employee agrees to accept such employment by the
Corporation, in each case on the terms and subject to the conditions
hereinafter set forth; NOW, THEREFORE, in consideration of the
mutual covenants hereinafter set forth, the parties hereto agree as follows: 1.          Employment.
Subject to the terms, conditions and provisions of this Agreement, the
Corporation hereby agrees to employ Employee and Employee hereby agrees to be
employed by the Corporation, in each case effective on March 5, 2007 (the Effective
Date) and continuing thereafter until the earlier to occur of (i) the
expiration of the Term (as defined below) and (ii) the termination of the
employment of Employee hereunder pursuant to the provisions of Section 7
of this Agreement (such period is referred to as the Employment Period)
as its Vice President of Research and Development. During the Employment
Period, Employee shall have responsibility for and the authority to carry out
such job-related duties as are assigned to Employee from time to time by the
Board of Directors of the Corporation (the Board of Directors). 2.          Performance
of Services. Employee hereby accepts such employment and agrees that during
the Employment Period he will devote his full business time, attention,
knowledge and skills, faithfully, diligently and to the best of his ability, in
furtherance of the business of the Corporation (the Business) and will
perform the duties assigned to him from time to time pursuant to Section 1
hereof, subject, at all times, to the direction and control of the Board of
Directors, and to the policies of the Corporation generally applicable to its
executive employees. Employee acknowledges and agrees (i) that all computers
and internet access furnished by the Corporation to Employee are provided to
Employee exclusively for use in performing his job-related duties and are not
for personal use and (ii) that Employee has no expectation of privacy for any
content sent, received or stored on the Corporations computer systems,
including material that Employee has deleted. 3.          Term.
The term of Employees employment under this Agreement shall commence on the
Effective Date and end on March 4, 2008, unless his employment hereunder is
terminated prior to the expiration of the term pursuant to the provisions of Section
7 hereof or such term is extended in accordance with the provisions set
forth below in this Section 3. The term of Employees employment under
this Agreement shall automatically be extended for an additional one-year
period each March 5, beginning March 5, 2008, unless either Employee or the
Corporation delivers written notice to the other party, not later than ninety
(90) days before such March 5, of their election that the term of Employees
employment under this Agreement not be extended. For purposes of this
Agreement, the term of Employees employment under this Agreement shall be
referred to as the Term. It is understood and agreed that if Employee
continues to be employed by the Corporation subsequent to the expiration of the
Term such employment will be on an at will basis and will not be subject to
any of the terms and provisions of this Agreement. 4.          Compensation.
As compensation for Employees services hereunder, the Corporation agrees to
the following: (a)          Salary.
Employee shall receive a salary during the Employment Period (the Base
Salary) at the rate of Two Hundred Thousand Dollars ($200,000) per annum,
payable in accordance with the Corporations standard payroll practices. The
amount of the Base Salary may be increased (but not decreased) by the Board of
Directors at any time and from time to time at the Board of Directors
discretion.   (b)          Discretionary
Bonus. During the Employment Period, Employee shall be eligible to receive
a discretionary bonus on an annual basis as determined by the Board of
Directors in its sole discretion; provided, however, that the amount of
Employees minimum bonus opportunity with respect to each fiscal year during
the Term shall be no less than one-third (1/3) of his Base Salary in effect for
such fiscal year. The determination by the Board of Directors as to the amount,
if any, of discretionary bonus to award to Employee in respect of any fiscal
year shall be made after evaluating and considering whether Employee attained
the measures of performance, if any, applicable to such fiscal year. The nature
of the measures of performance and the bonus formula or scale used to compute
the amount of discretionary bonus to which Employee shall be eligible during
any given fiscal year upon attaining such measures of performance shall be
determined by the Board of Directors (or a committee of the Board of Directors)
within sixty (60) days after the end of the immediately preceding fiscal year.
It shall be a condition precedent to Employees eligibility to earn any
discretionary bonus in respect of any fiscal year of the Corporation that
Employee remain continuously employed by the Corporation. Any discretionary
bonus in respect of any fiscal year of the Corporation shall be paid to
Employee, to the extent, if any, earned, within ninety (90) days after the end
of such fiscal year.

(c)          Options.

(i)          Employee
shall be granted options to purchase common stock of the Corporation (Common
Stock) in an aggregate amount equal to one percent (1%) of the fully
diluted equity of the Corporation (the Options). The Options shall
vest as follows: (x) thirty-three and one-third percent (33 1/3%)
shall vest on the Effective Date; (y) thirty-three and one-third percent (33 1/3%)
shall vest on the second anniversary of the Effective Date; and (z)
thirty-three and one-third percent (33 1/3%) shall vest on
the third anniversary of the Effective Date. Notwithstanding the foregoing, the
Board of Directors may grant additional options and determine the vesting of
such additional options in its sole discretion.

(ii)          Upon
exercise of the Options to acquire underlying shares of Common Stock of the
Corporation (the Underlying Shares), Employee shall have the right to
sell, transfer or dispose of (Transfer) the Underlying Shares subject
to the provisions of this Section 4(c)(ii). In the event that Employee desires
to Transfer any of the Underlying Shares pursuant to an offer made by an
unaffiliated third party (a Third Party Purchaser), Employee shall
immediately give written notice to the Corporation indicating his desire to
Transfer such Underlying Shares and the terms of such unaffiliated third party
offer, including price and number of Underlying Shares to be Transferred (a Third
Party Offer Notice). The Corporation, or its assigns, shall have the right
to purchase all or any portion of such Underlying Shares to be Transferred to
the Third Party Purchaser on the same terms as set forth in the Third Party
Offer Notice by giving written notice, of its election to purchase and
consummate the purchase of such Underlying Shares within five (5) business days
of receipt of the Third Party Offer Notice. In the event that Employee desires
to Transfer any of the Underlying Shares in the open market, Employee shall
immediately give written notice to the Corporation indicating his desire to
Transfer such Underlying Shares. The Corporation, or its assigns, shall have
the right to purchase all or any portion of such Underlying Shares to be
Transferred in the open market at the then trading price of the Common Stock by
giving written notice, of its election to purchase and consummate the purchase
of such Underlying Shares within five (5) business days of receipt of such
notice. In the event that the Corporation does not elect to purchase any or all
of such Underlying Shares, Employee shall be free to Transfer such Underlying
Shares.

(iii)          Upon
a Change of Control (as defined below), all stock options or equity securities
of the Corporation held by Employee on the date of such Change of Control that
are not then fully vested and exercisable shall automatically accelerate in
full such that all of such stock options and/or equity securities become fully
vested and exercisable. As used herein, the term Change of Control
shall mean the consummation of any transaction or series of related
transactions which results in (x) the Corporation being merged or consolidated
or reorganized into or with another corporation or other legal person
(including, without limitation, any reorganization, merger or consolidation,
including any merger or consolidation with any affiliate of such entity), and
as a result of such merger, consolidation or reorganization the stockholders of
the Corporation immediately prior to such a transaction no longer have at least
a majority of the combined voting power of the then-outstanding securities of
such surviving, resulting or reorganized corporation or person immediately
after such transaction, (y) a sale of all or substantially all of the assets
of the Corporation or (z) a sale of issued and outstanding shares of capital
stock of the Corporation if, as a result of such sale, the stockholders of the
Corporation immediately prior to such a sale no longer have at least a majority
of the combined voting power of the then-outstanding securities of the
Corporation (or the purchaser in connection with such sale) immediately after
such sale.

(d)          Vacation.
During the Employment Period, Employee shall be entitled to five (5) weeks of
vacation with full pay per year; provided, that any unused vacation shall not
be carried over into the succeeding year.

(e)          Other
Benefits. Employee shall be entitled to participate, to the extent he is eligible
under the terms and conditions thereof, in all employee benefit plans generally
available to other executives of the Corporation.

5.          Expenses.
The Corporation shall reimburse Employee for all expenses reasonably incurred
by him in connection with the performance of his duties hereunder and the
business of the Corporation in accordance with the Corporations policies and
procedures as in effect from time to time.

6.          D&O
Liability Insurance. The Corporation shall maintain throughout the Term the
Corporations directors and officers liability insurance policy and Employee
shall be covered thereunder at the Corporations expense.

7.          Termination;
Severance Benefits. (a) The Corporation may terminate the employment of
Employee hereunder (i) at any time without Cause (as defined below), (ii) after
Employee becomes Disabled (as defined below) or (iii) for Cause. Notice of any
such termination shall be in writing and shall be effective upon receipt by
Employee. The Corporation shall terminate Employees employment pursuant to
this Section 7(a) only if (x) the Board of Directors shall have adopted a
resolution directing the Corporation to effect such termination, (y) in the
case of any termination for Cause, Employee shall have been provided with
reasonable notice of such meeting and shall have been given the opportunity to
be heard prior to the vote being taken by the Board of Directors and such
resolution is adopted by the Board of Directors and (z) in the case of any
termination for Disability, a personal physician selected by the Board of
Directors shall have made a determination that Employee has become Disabled. Any
notice of termination for Cause shall specify the particular grounds therefor
in reasonable detail. As used herein, the term Disabled shall mean
Employee becoming physically or mentally disabled or incapacitated to the
extent that he has been unable to perform the essential functions of his position on account of
such disabilities or incapacitation for a continuous period of three (3)
months. As used herein, the term Cause shall mean and be limited to
the following: (A) willful misconduct by Employee in the performance of his
duties which causes material damage to the Corporation; (B) Employees conviction
of or a plea of guilty or no contest to either (I) a felony or (II) a crime
involving moral turpitude, deceit, dishonesty or fraud in each case under the
laws of the United States or any state thereof; (C) Employees intentional
unauthorized use or disclosure of the confidential information or trade secrets
of the Corporation, which use or disclosure causes material harm to the
Corporation; (D) Employees material breach of any of the terms or provisions
of this Agreement that has not been cured, if susceptible to cure, by Employee
to the reasonable satisfaction of the Corporation within fifteen (15) days; (E)
Employees fraudulent action or personal dishonesty in connection with the
performance of his duties set forth herein or (F) Employees failure to perform
assigned reasonable and lawful duties after receiving written notification from
the Board of Directors and Employees failure to correct such deficiencies
within fifteen (15) days after receiving such written notification.

(b)          Employee
may terminate his employment hereunder at any time (i) for any reason or (ii)
for Good Reason (as defined below). Notice of any such termination shall be in
writing and addressed to the Chief Executive Officer of the Corporation. As
used herein, the term Good Reason shall mean and be limited to the
following: (A) a material breach by the Corporation of any of the terms or
provisions of this Agreement or any stock option agreement that has not been
cured, if susceptible to cure, by the Corporation to the reasonable
satisfaction of Employee within fifteen (15) days after Employee gives written
notification to the Corporation of such material breach, (B) any reduction in
the Base Salary or benefits as in effect immediately prior to such reduction,
(C) any detrimental change or removal of Employees title as Vice President of
Research and Development or any material diminution, on a cumulative basis, of
Employees duties, authority or position as the chief executive officer of the
Corporation or (D) the relocation of Employee, without Employees consent,
outside the greater Boston, Massachusetts metropolitan area.

(c)          Employment
of Employee hereunder shall terminate automatically on the death of Employee.

(d)          In
the event that the employment of Employee is terminated pursuant to any of the
provisions of this Section 7, the Corporation shall pay to Employee or
the personal representative of Employee, where applicable, (i) the amount of
all accrued but unpaid Base Salary to the date of such termination, (ii) the

amount of all earned but unpaid bonuses, (iii) the
amount of all accrued vacation and (iv) all amounts owed by the Corporation to
Employee pursuant to Section 5 hereof. Except to the extent required by
applicable law, all amounts payable by the Corporation to Employee under this Section
7(d) shall be paid within forty-five (45) days of the date of termination,
unless such termination is pursuant to Section 7(c) hereof in which case
such amounts shall be paid no later than five (5) business days following the
applicable date of termination pursuant to Section 7(c) hereof.

(e)          In
the event that the employment of Employee is terminated pursuant to Section
7(a), other than for Cause or because Employee has become Disabled, or
pursuant to Section 7(b) for Good Reason, then, in addition to any
payments that the Corporation shall pay to Employee pursuant to Section 7(d)
above and subject to Employees compliance with Section 14 hereof, the
Corporation shall provide severance benefits to Employee by (1) continuing to
pay to Employee the Base Salary, as in effect on the date of termination, for a
period equal to six (6) months after the date of termination, and (2)
continuing to provide and make available to Employee all benefits to which
Employee may be entitled pursuant to Section 4(e) hereof for a period
equal to six (6) months after the date of termination. Payments of Base Salary
pursuant to this Section 7(e) shall be made in accordance with the
Corporations standard payroll practices. In addition, in the event that the
employment of Employee is terminated and Employee is entitled to receive
severance benefits pursuant to the foregoing provisions of this Section 7(e)
as a result of such termination, the vesting and exercisability of all stock
options or equity securities of the Corporation held by Employee on the date of
termination that are not then fully vested and exercisable shall automatically
accelerate such that the portion of such stock options and/or equity securities
that would have become vested and exercisable during the one year period after
such date if Employees employment not terminated shall become vested and
exercisable as of such date.

(f)          Except
as otherwise expressly provided in this Agreement or by applicable law or
pursuant to the terms of any applicable employee benefit plans of the
Corporation, from and after the effective date of any termination of Employees
employment hereunder pursuant to this Section 7, the Corporation shall
have no further obligations (for the payment of money or otherwise) to Employee
or his personal representative, where applicable. It is understood and agreed
that if Employee continues to be employed by the Corporation subsequent to the
expiration of the Term such employment will be on an at will basis and will
not be subject to any of the terms and provisions of this Agreement. Any and
all obligations of the Corporation to Employee under any employee benefit plans
of the Corporation shall survive any termination of Employees employment with
the Corporation.

8.          Confidentiality.

(a)          Employee
shall not, at any time following the date of this Agreement, regardless of the
manner, reason, time or cause thereof, directly or indirectly reveal, report,
publish, disclose, transfer or furnish to any person not entitled to receive
the same for the immediate benefit of the Corporation any Proprietary
Information (as defined below). The term Proprietary Information means
all information of any nature whatsoever, and in any form, which at the time or
times concerns or relates to any aspect of the Business and which is
confidential, proprietary or not generally known to persons engaged in
businesses similar to the Business. Notwithstanding the foregoing, Proprietary
Information shall not include any information to the extent it becomes publicly
available or generally known to persons engaged in businesses similar to the
Business through no fault of Employee or any information which Employee is
required to disclose as a result of a subpoena or other legal process.

(b)          Employee
agrees that all memoranda, notes, records, databases, papers or other documents
and all copies thereof, computer disks, computer software programs and the like
relating to the Business (the Business Records) shall be the sole and
exclusive property of the Corporation. Except for use for the benefit of the
Corporation, Employee shall not copy or duplicate any of the Business Records,
nor remove them from the Corporations facilities. Employee shall comply with
any and all procedures which the Corporation may adopt from time to time to
preserve the confidentiality of Proprietary Information and the confidentiality
of property of the types described immediately above, whether or not such
property contains a legend indicating its confidential nature.

(c)          Upon
termination of Employees employment with the Corporation for any reason
whatsoever and at any other time upon the Corporations request, Employee (or
his personal representative) shall promptly deliver to the Corporation all
property described in this Section 8 which is in his possession or
control.

9.          Representation
and Warranty. Employee represents and warrants to the Corporation that he
is not a party to any prior employment agreement or other agreement which
restricts, interferes with or impairs, or which might be claimed to restrict,
interfere with or impair, in any way, Employees use of any information or
Employees execution or performance of this Agreement.

10.          Inventions,
Discoveries, and Improvements. Employee acknowledges and agrees that all
inventions, discoveries, and improvements, whether patentable or unpatentable,
made, devised, or discovered by Employee, whether by himself, or jointly with
others, from the date hereof until the expiration of the Employment Period,
reasonably deemed to be directly related to or pertaining in any way to the
Business, shall be promptly disclosed in writing to the Board of Directors and
shall be in the sole and exclusive property of the Corporation. Employee agrees
to execute any assignments to the Corporation or its nominee of his entire
right, title, and interest in and to any such inventions, discoveries, and
improvements and to execute any other instruments and documents requisite or
desirable in applying for and obtaining patents, at the cost of the
Corporation, with respect thereto in the United States and in all foreign
countries, that may be requested by the Corporation. Employee further agrees,
whether or not in the employ of the Corporation, to cooperate to the extent and
in the manner requested by the Corporation in the prosecution or defense of any
patent claims or any litigation or other proceeding involving any inventions,
trade secrets, processes, discoveries, or improvements covered by this
Agreement, but all expenses thereof shall be paid by the Corporation.

11.          Non-Compete;
Non-Solicit. Employee shall not, directly or indirectly (including through
ownership, management, operation or control of any other person or entity, or
by being connected with or having any interest in, as a stockholder, agent,
consultant, partner or otherwise, any other person or entity):

(a)          own,
manage, operate, control, invest in, participate in or be involved as a
consultant to, employee of or equity participant in, any business venture which
directly competes with the Business, for a period beginning on the date of
termination pursuant to Section 7 and ending six (6) months after such
date; or

(b)          without
the express written consent of the Corporation, directly or indirectly employ
or retain or attempt to employ or retain or knowingly arrange or solicit to
have any other person or entity employ or retain, as an employee or consultant,
any person, who heretofore (during the one-year period ending on the date of
termination pursuant to Section 7) has been employed or retained by the
Corporation in connection with the Business, or who is, on the date of
Employees termination pursuant to Section 7 employed or retained by the
Corporation in connection with the Business, for a period beginning on the date
of termination pursuant to Section 7 and ending on the first anniversary after
such date.

12.          Certain
Remedies. The parties hereto acknowledge that in the event of a breach or a
threatened breach by Employee of any of his obligations under Sections 8,
10 or 11of this Agreement the Corporation will not have an
adequate remedy at law. Accordingly, in the event of any such breach or
threatened breach by Employee of his obligations under such Sections Employee
acknowledges and agrees that the Corporation shall be entitled to such
equitable and injunctive relief as may be available to restrain Employee and
any business, firm, partnership, individual, corporation or other entity
participating in such breach or threatened breach from violation of the
provisions hereof. Nothing herein shall be construed as prohibiting the
Corporation from pursuing any other remedies available at law or in equity for
such breach or threatened breach, including the recovery of damages sustained
or incurred by the Corporation as a result of such breach.

13.          Indemnification.
The Corporation shall indemnify Employee in the manner and to the extent
provided in the Corporations Certificate of Incorporation or By-laws, each as
amended and in effect on the date hereof. The provisions of this Section 13
shall survive any termination of Employees employment with the Corporation.

14.          Release.
Notwithstanding anything contained herein to the contrary, Employee hereby
agrees that, as a condition precedent to, and in consideration for, any payment
of any severance obligations provided for in Section 7(e) hereof,
Employee shall execute a general release (the Release) waiving
Employees right to bring or pursue any lawsuit, grievance, arbitration or
administrative proceeding upon any claims Employee may have with respect to
Employees employment with the Corporation. Employee agrees to execute such
Release within three (3) days of termination of his employment without Cause or
for Good Reason.

15.          Payments
Upon Death or Incapacity. Any payments due or benefits owed to Employee by
the Corporation under this Agreement shall be paid or made available by the
Corporation to Employees estate or legal representative, as the case may be,
upon Employees death or incapacity.

16.          Notices.
All notices hereunder shall be in writing and addressed to the Corporation or
to Employee at their respective addresses as set forth in the recitals to this
Agreement. Each such address for notice may be changed by notice of such charge
given to the other party hereto. All such notices shall be effective upon
receipt.

17.          Entire
Agreement. This Agreement constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior or
contemporaneous agreements, whether written or oral, of the parties hereto
relating to the subject matter hereof. No amendment, waiver or modification
hereof shall be valid or binding unless made in writing and signed by the
parties hereto (in the case of an amendment or modification) or by the party
against whom enforcement is sought (in the case of a waiver).

18.          Governing
Law. This Agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Delaware without regard to the choice
of law provisions thereof.

19.          Withholding.
Anything to the contrary notwithstanding, all payments required to be made by
the Corporation to Employee hereunder shall be subject to withholding of such
amounts relating to taxes as the Corporation may reasonably determine it should
withhold pursuant to any applicable law or regulation.

20.          Severability.
Should any part of this Agreement be held or declared to be void or illegal for
any reason by a court of competent jurisdiction, such provision shall be
ineffective, but all other parts of this Agreement which can be effected
without such illegal part shall nevertheless remain in full force and effect.

21.          Headings.
The Section headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.

22.          Counterparts.
The Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which shall collectively constitute a
single original.

IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above
written.

LE@P
TECHNOLOGY, INC.

By:
/s/ Donald J. Ciappenelli

/s/ Howard BenjaminName: Donald J. Ciappenelli

Howard BenjaminTitle:   President and C.E.O.