Unassociated Document


    EMPLOYMENT
      AGREEMENT

    


     

    The
      Employment Agreement (the “Agreement”)
      is
      made as of the 1st day of December, 2006 (the “Effective
      Date”),
      by
      and between HandHeld Entertainment, Inc., a Delaware corporation (the
“Company”)
      and
      Mary Dunne (“Employee”),
      an
      individual residing in the State of Florida.

     

    WHEREAS,
      the Company has acquired the Business relating to Funmansion.com, which business
      was previously managed by Employee; and

     

    WHEREAS,
      “Business”
shall
      have the meaning set forth in the Asset Purchase Agreement executed by and
      among
      the Company, Employee and Aperio Technologies, Inc., a Florida corporation,
      on
      even date herewith (the “Purchase
      Agreement”);
      and


     

    WHEREAS,
      the Company needs an experienced employee to run the Business and the Company
      wishes to engage Employee for such purpose;

     

    NOW
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the parties hereby agree as follows:

     

    1. DUTIES
      AND POSITION.
      During
      the term of the Agreement, Employee agrees to be employed full time by and
      to
      serve the Company as an employee of Dorks, LLC, a division and wholly-owned
      subsidiary of the Company. The Company agrees to employ and retain Employee
      in
      such capacity and Employee accepts and agrees to such employment, subject to
      the
      general supervision, advice and direction of the manager of Dorks, LLC, who
      is
      currently John Kowal. Employee shall manage the Business, which shall include,
      without limitation, updating the Funmansion.com website with media content,
      maintaining link trades, answering user questions, and, in general, ensuring
      that the Business is properly functioning. 

     

    2. TERMS
      OF EMPLOYMENT.

     

    2.1. Term
      of Employment.
      The
      Agreement shall be effective as of the date first set forth above and shall
      continue until November 30, 2007, unless sooner terminated pursuant to the
      provisions set forth herein (the “Term”).

     

    Place
      of Performance.
      Employee shall be based at 2433 SW Independence Rd., Port St. Lucie, FL 34953
      (“Place
      of Employment”).
      Under
      no circumstances shall Employee be assigned to duties and responsibilities
      that
      would require Employee to move Employee’s principal place of residence to a
      location more than twenty five (25) miles from Employee’s Place of
      Employment.

    


    3. SALARY,
      BENEFITS AND BONUS COMPENSATION.

     

    3.1. Salary.
      As
      payment for the services to be rendered by Employee as provided in Section
      1 and
      subject to the terms and conditions of Section 4, the Company agrees to pay
      to
      Employee a salary equal to $24,000.00 per year, payable in twenty-four equal
      installments on the 15th
      and the
      last day of each month (as may be adjusted from time-to-time, the “Salary”).
      Employee’s salary shall be reviewed by the Company’s Board of Directors in
      accordance with Company policies, and Employee shall be eligible for increases
      in salary and benefits as determined by the Company’s Board
      of
      Directors in its sole discretion. In no event shall Employee’s salary be reduced
      below the Salary except with Employee’s consent which may be withheld in
      Employee’s sole discretion.

     


    
      
         

      

      
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    3.2. Bonuses.
      Employee shall be eligible for bonuses in accordance with Company
      policies

     

    3.3. Employee
      Benefits.
      Employee shall be eligible to participate in all benefit plans generally
      available to Employees of the Company including health, dental, life insurance,
      stock and bonus compensation programs.

     

    4. TERMINATION.

     

    4.1. Definitions.
      For
      purposes of the Agreement, the following terms shall have the following
      meanings:

     

    (a) “Termination
      For Cause”
shall
      mean termination by the Company of Employee’s employment by the Company for
      reasons of Employee’s conviction of, or plea of “guilty” or “no contest” to, a
      felony involving moral turpitude, persistent dishonesty or fraud, persistent
      willful breaches of the material terms of the Agreement, or habitual neglect
      of
      the duties which he is required to perform hereunder.

     

    (b) “Termination
      Other Than For Cause”
shall
      mean termination by the Company of Employee’s employment by the Company other
      than a Termination For Cause.

     

    (c) “Voluntary
      Termination”
shall
      mean termination of Employee’s employment with the Company by action of Employee
      (other than termination by reason of Employee’s disability or death as described
      in Sections 4.3 and 4.4).

     

    4.2. Termination
      For Cause.
      

     

    (a) Termination
      For Cause may be effected by the Company at any time during the Term and shall
      be effected by notice to Employee. 

     

    (b) Upon
      Termination For Cause, Employee immediately shall be paid any accrued salary,
      any bonus compensation to the extent earned, any vested deferred compensation
      (other than pension plan or profit sharing plan benefits which will be paid
      in
      accordance with the applicable plan), any benefits under any plan of the Company
      in which Employee is a participant to the full extent of Employee’s rights under
      such plans, any accrued vacation pay and any appropriate business expenses
      incurred by Employee in connection with Employee’s duties hereunder, all to the
      date of termination, but Employee shall not be paid any other compensation
      or
      reimbursement of any kind, including without limitation, severance
      compensation.

     


    
      
         

      

      
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    4.3. Termination
      by Reason of Disability.
      

     

    (a) If,
      during the Term, Employee is determined by an examining physician to have failed
      to perform Employee’s duties under the Agreement on account of illness or
      physical or mental incapacity, and such illness or incapacity continues for
      a
      consecutive period of more than four (4) months, or an aggregate of more than
      six (6) months in a twelve (12) month period, the Company shall have the right
      to terminate Employee’s employment hereunder by notice to Employee.

     

    (b) Upon
      a
      termination by reason of disability, the Company shall pay to the Employee
      any
      accrued salary, any bonus compensation to the extent earned, any vested deferred
      compensation (other than pension plan or profit sharing plan benefits which
      will
      be paid in accordance with the applicable plan), any benefits under any plans
      of
      the Company in which Employee is a participant to the full extent of Employee’s
      rights under such plans, any accrued vacation pay and any appropriate business
      expenses incurred by Employee in connection with Employee’s duties hereunder,
      all to the date of termination, but no other compensation or reimbursement
      of
      any kind.

     

    4.4. Death.
      

     

    (a) In
      the
      event of Employee’s death during the Term, Employee’s employment shall be deemed
      to terminate as of the last day of the month during which Employee’s death
      occurs.

     

    (b) Upon
      termination by death, the Company shall pay to Employee’s estate any accrued
      salary, any bonus compensation to the extent earned, any vested deferred
      compensation (other than pension plan or profit sharing plan benefits which
      will
      be paid in accordance with the applicable plan), any accrued vacation pay and
      any appropriate business expenses incurred by Employee in connection with
      Employee’s duties hereunder, all to the date of termination, but no other
      compensation or reimbursement of any kind.

     

    4.5. Voluntary
      Termination.
      Employee may effect a Voluntary Termination of Employee’s employment at any time
      upon written notice to the Company. The Company requests the courtesy of, and
      Employee agrees to provide to the Company, a thirty (30) day notice. In the
      event of a Voluntary Termination, the Company immediately shall pay any accrued
      salary, any bonus compensation to the extent earned, any vested deferred
      compensation (other than pension plan or profit sharing plan benefits which
      will
      be paid in accordance with the applicable plan), any benefits under any plans
      of
      the Company in which Employee is a participant to the full extent of Employee’s
      rights under such plans, any accrued vacation pay and any appropriate business
      expenses incurred by Employee in connection with their duties hereunder, all
      to
      the date of termination, but no other compensation or reimbursement of any
      kind.

     

    5. SEVERANCE
      COMPENSATION.

     

    Upon
      a
      Termination Other Than for Cause, Employee shall receive a severance fee equal
      to two (2) months at Employee’s then-current Salary. 

     


    
      
         

      

      
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    6. PAID
      TIME OFF. Employee
      shall be eligible to accrue vacation and sick leave according to the Company’s
      vacation and sick leave policies in effect from time-to-time applicable to
      employees, generally. Employee is ineligible to accrue vacation and sick leave
      benefits while Employee is absent without pay including, but not limited to,
      unpaid leaves of absence. The purpose of vacation leave is, among other things,
      to provide time for recreation and relaxation. The Company encourages all of
      its
      employees to take accrued vacation leave each year. Accordingly, the maximum
      vacation and sick leave Employee will be permitted to accrue is based on time
      of
      service and once the maximum amount has been reached, no additional vacation
      or
      sick leave, respectively, will accrue until Employee has reduced the balance
      of
      unused leave to less than the maximum. 

     

    7. HOLIDAYS. Employee
      shall be entitled to holidays with pay during each calendar year consistent
      with
      the holiday schedule applicable to management employees of the Company,
      generally.

     

    8. COMPLIANCE
      WITH EMPLOYER’S RULES. 

     

    8.1 General. The
      employment relationship between the parties shall be governed by the general
      employment policies, procedures and rules of the Company, including (but not
      limited to) those relating to the protection of confidential information and
      assignment of inventions; provided, however, that when the terms of the
      Agreement differ from or are in conflict with the Company’s general employment
      policies or procedures, the Agreement shall control. Employee agrees to abide
      by
      all of the Company’s policies, procedures and rules in effect from time-to-time.


     

    9. RETURN
      OF PROPERTY. Upon
      termination of Employee’s employment, Employee shall deliver all property
      (including keys, records, notes, lists, data, memoranda, models, and equipment)
      that is in the Employee’s possession or under the Employee’s control which is
      the Company’s property or related to the Company’s business. 

     

    10. INDEMNIFICATION
      OF EMPLOYEE.
      The
      Company shall indemnify Employee against any direct losses incurred by Employee
      in the course of Employee’s duties to the fullest extent permissible under
      applicable law. 

     

    11. MISCELLANEOUS.

     

    11.1. Notice.
      Every
      notice or other communication required or contemplated by this Agreement by
      either party shall be in writing and shall be delivered to the other party
      at
      the address set forth on the signature page below by: (i) personal delivery;
      (ii) postage prepaid, return receipt requested, registered or certified mail;
      (iii) internationally recognized express courier, such as Federal Express,
      UPS
      or DHL; or (iv) facsimile or email with a confirmation copy sent simultaneously
      by postal mail. Either party may change its or his or her address for notice
      from time-to-time by providing written notice in the manner set forth
      above.

     

    11.2. Attorney
      Fees.  In
      the
      event that any action, suit or other proceeding at law or in equity is brought
      to enforce the provisions of the Agreement, or to obtain money damages for
      the
      breach thereof, and such action results in the award of a judgment for money
      damages or in the granting of any injunction in favor of the Company, then
      all
      reasonable expenses, including, but not limited to, reasonable attorneys’ fees
      and disbursements (including those incurred on appeal) of the Company in such
      action, suit or other proceeding shall (on demand of the Company) forthwith
      be
      paid by Employee. If such action results in a judgment in favor of Employee,
      then all reasonable expenses, including but not limited to, reasonable
      attorney’s fees and disbursements (including those incurred on appeal) of
      Employee in such action, suit or other proceeding shall (on demand of Employee)
      forthwith be paid by the Company.

     


    
      
         

      

      
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    11.3. Entire
      Agreement. The Agreement,
      including the policies and procedure referred to in Section 8 above, supersedes
      all prior agreements, and the terms set forth herein represent the entire
      understanding and agreement between the Company and Employee regarding
      compensation, employment, status and position. It is further understood that
      the
      Company’s policies, procedures and rules may be amended or changed at any time
      by the Company.

     

    11.4. Amendment. The
      Agreement may be modified or amended only if the amendment is made in writing
      and is signed by both parties. The Agreement cannot be altered in any way by
      any
      oral statement(s) made by Employee or the Company.

     

    11.5. Severability. If
      any
      provision(s) of the Agreement shall be held to be invalid or unenforceable
      for
      any reason, the remaining provisions shall continue to be valid and enforceable.
      If a court finds that any provision(s) of the Agreement is invalid or
      unenforceable, but that by limiting such provision it would become valid or
      enforceable, then such provision shall be deemed to be written, construed,
      and
      enforced as so limited.

     

    11.6. Waiver
      Of Contractual Right. The
      failure of either party to enforce any provision of the Agreement shall not
      be
      construed as a waiver or limitation of that party’s right subsequently to
      enforce and compel strict compliance with every provision of the
      Agreement.

     

    11.7. Applicable
      Law. The
      Agreement shall be governed by the laws of the State of California.

     

    


     

    


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

    


     

    
      	
              HANDHELD
                ENTERTAINMENT, INC.

               

              By:
                /s/ Jeff
                Oscodar                                   
                

                     Jeff
                Oscodar, President 

               

               

              539
                Bryant Street, Suite 403

              San
                Francisco, CA 94107

              Fax:
                (415) 495-7708

            	
              EMPLOYEE

               

              By:
                /s/ Mary
                Dunne                                           
                

                     Mary
                Dunne

               

               

              2433
                SW Independence Rd.

              Port
                St. Lucie, FL 34953

              Fax:
                ___________

            


    

     

    
      
         

      

      
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