Exhibit 10.1


 




Exhibit 10.1




THIS AGREEMENT made as of the 27 day of September, 2007







B E T W E E N:







COMMUNICATE.COM INC.,

a corporation incorporated under the laws of 

the State of Nevada, U.S.A.




(hereinafter called the “Company”)

OF THE FIRST PART




- and –

DAVID M. JEFFS,

of the City of Vancouver, in the Province of British Columbia,

Canada




(hereinafter called the “Executive”)

OF THE SECOND PART










WHEREAS the Company and the Executive entered into an agreement (the “Employment Agreement”) dated as of May 16, 2007 pursuant to which the Company has been employing the Executive as therein provided;

AND WHEREAS the parties hereto wish to amend the Employment Agreement as herein set out;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the terms and conditions herein contained, the parties hereto covenant and agree with each other that the Employment Agreement be amended effective as of September 30, 2007 (the “Effective Date”) as follows:

1.

Sections 2, 3, 5 and 6 of the Employment Agreement and the definitions of “Benefits”, “Board”, “Business Day”, “Change of Control of the Company”, “Disability”, “Effective Date”, “Employment Period”, “Just Cause” and “Termination without Cause or Terminated without Cause” set out in Section 1 of the Employment Agreement, be deleted.

2.

(a)

As of the Effective Date, the Executive shall resign as the President, a director and employee of the Company. 








- 2 -




(b)

Upon the resignation of the Executive as set forth in subsection 2(a) above, the Company will pay the Executive on October 1, 2007 a severance allowance in the amount of $200,000, less any amounts as are required by law to be withheld and deducted at source which shall be remitted by the Company to the requisite governmental authority or agency (the “Statutory Deductions”).  In addition, the Company shall also pay to the Executive at the same time:

(i)

all outstanding vacation pay owing up to the Effective Date;

(ii)

any earned but unpaid salary owing up to the Effective Date, less the applicable Statutory Deductions; and

(iii)

any business expenses properly incurred by the Executive up to the Effective Date by way of reimbursement.

(c)

The obligation of the Company to make the payments to the Executive as provided in subsection 2(b) above is subject to the Executive having executed and delivered to the Company in its favour a full and final release of all claims of whatsoever nature existing as of the Effective Date with respect to his employment and the termination thereof as herein provided.  

3.

For the period commencing on October 1, 2007 and continuing to and including December 31, 2007 (the “Term”), the Company shall retain the Executive as a consultant for a monthly fee of $10,000 to assist in the day to day operations of the Company, the transition of duties from the Executive to Mr. Jonathan Ehrlich (who will assume the position of President and Chief Operating Officer of the Company on October 1, 2007) and the relocation of the Company’s offices.  The Executive shall report to the Chief Executive Officer of the Company and shall perform or fulfil his duties and responsibilities hereunder as such Chief Executive Officer may designate from time to time and as are reasonably consistent with the Executive’s new position.  The Executive hereby agrees to be retained by the Company as heretofore set out and shall faithfully, honestly and diligently serve the Company and use his best efforts to promote the interests of the Company.  The Executive further agrees to be available to provide his services up to a maximum of 100 hours per month during the Term.

4.

Other than as provided herein, all of the terms and conditions of the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF this agreement has been executed by the parties hereto as of the day and year first above written. 

		
	 
	


COMMUNICATE.COM INC.




Per:  /s/ C. Geoffrey Hampson 


	SIGNED, SEALED AND

)

DELIVERED in the

)

presence of:

)

)

	





/s/ David M. Jeffs

DAVID M. JEFFS