**Exhibit 10.45**

** **

**EMPLOYMENTAGREEMENT**

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1,2005 between MCF CORPORATION, a Delaware corporation (the “Company”), andGregory S. Curhan (the “Executive”).

 

WHEREAS, the parties desire to enter into this Agreement setting forththe terms and conditions for the employment relationship of the Executive withthe Company.

 

NOW, THEREFORE, it is AGREED as follows:

 

**1. Employment.** The Executive is hereby employed as Executive Vice Presidentof the Company for a period commencing on the date hereof and ending two yearsafter the date hereof. As Executive Vice President of the Company, theExecutive shall handle all day-to-day activities of the Company as customarilyperformed by persons serving in such capacities. He shall also perform suchother duties as the Board of Directors of the Company may from time to timedirect. The Executive agrees to serve the Company faithfully and to the best ofhis ability and to devote his full time, attention and efforts to the businessand affairs of the Company during the term of his employment. The Executivehereby confirms that he is under no contractua1 commitments inconsistent withhis obligations set forth in this Agreement. The Executive shall be entitled withoutprior written consent to hold positions on the Board of Directors of entitiesthat do not compete with the Company. The Executive has, as of the date of thisAgreement, disclosed to the Board of Directors of the Company the positions theExecutive currently holds on other Boards of Directors, and the Company hasconsented to such positions.

 

**2. Location of Services.** During the term of this Agreement, the Executive shall beprincipally located at the offices of the Board of Directors of the Company locatedin the San Francisco, California metropolitan area.

 

**3. Salary.** TheCompany shall pay the Executive an annual Base Salary equal to $150,000, paidsemi-monthly.  The Base Salary of theExecutive shall not be decreased at any time during the term of this Agreementfrom the amount then in effect unless the Executive otherwise agrees inwriting.  Participation in deferredcompensation, discretionary bonus, retirement, and other employee benefit plansand in fringe benefits shall not reduce the Base Salary.  The Base Salary shall be payable to theExecutive not less frequently than monthly.

 

 **4. Bonuses.**The Executive shall also be entitled to a bonus to be paid based upon theperformance of the Company and consistent with the terms of the executivemanagement bonus pool approved by the Compensation Committee of the Board ofDirectors.  Under the terms of theexecutive management bonus pool the Executive is entitled to receive a bonuscalculated by the following formula:

 

(a)           Gross revenue multiplied by 0.50%(one half of one percent), payable quarterly;

 

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(b)           Incremental revenue in 2005 thatexceeds revenue in 2004 multiplied by 0.85% (eighty five one hundredth of onepercent), payable quarterly. This is calculated monthly on a cumulativeyear-to-date basis using total revenue in 2004 divided by twelve months. Thiscomponent can either be $0 or a positive number. If cumulative 2005 revenuedoes not exceed cumulative 2004 revenue, this executive bonus component will be$0 and not a reduction to the overall executive bonus amount.

 

(c)           Incremental revenue in 2005 thatexceeds revenue in 2004 multiplied by 0.85% (eighty five one hundredth of onepercent), payable annually, provided that the Company is profitable for thecalendar year as measured by EBITDA. This component can either be $0 or apositive number. If 2005 revenue does not exceed 2004 revenue, this executivebonus component will be $0 and not a reduction to the overall executive bonusamount.

 

(d)           Earnings before interest, taxes,depreciation and amortization (EBITDA) multiplied by 2.50%, payable annually.This component can either be $0 or a positive number. If 2005 EBITDA is anegative amount, this executive bonus component will be $0 and not a reductionto the overall executive bonus amount.

 

(e)           The Company’s Chairman and CEO may,in his sole discretion, award additional bonuses to the Executive based uponachievement of Company objectives.  Suchan award is subject to Compensation Committee approval.

 

**5. Participation in the Executive BenefitPlans.** In addition to thebenefits noted below, the Executive shall be entitled to participate, on thesame basis as other executive employees of the Company, in any stock option,stock purchase, pension, thrift, profit-sharing, group life insurance, medicalcoverage, education, or other retirement or employee pension or welfare plan orbenefits that the Company has adopted or may adopt for the benefit of itsemployees. The Executive shall be entitled to participate in any fringebenefits, which are now or may be or become applicable to the Company’sexecutive employees generally.

 

The Executive shall promptly be reimbursed for all reasonable expenseswhich he may incur in connection with his services hereunder in accordance withthe Company’s normal reimbursement policies as established from time to time.

 

**6. Sale of the Company.**

 

(a)           During the term ofthis Agreement or the Severance Period (as defined below), upon (i) a saleof all or substantially all of the assets of the Company, (ii) a merger ofthe Company with another entity where the Company is not the surviving entityor where the stockholders of the Company immediately prior to the merger ownless than fifty percent (50%) of the voting stock of the Company following themerger, or (iii) a change in the membership of the Board of Directors suchthat individuals who, as of the date hereof, constitute the Board of Directors(the “Incumbent Board”) cease for any reason to constitute at least a majorityof the Board of Directors; provided, however, that any individual becoming adirector subsequent to the date hereof whose election, or

 

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nomination forelection by the Company’s shareholders, was approved by a vote of at least amajority of the directors then comprising the Incumbent Board shall beconsidered as though the individual were a member of the Incumbent Board, butexcluding, for this purpose, any individual whose initial assumption of officeoccurs as a result of an actual or threatened election contest with respect tothe election or removal of directors or other actual or threatened solicitationof proxies or consents by or on behalf of a person other than the Company’sBoard of Directors, the Executive shall receive $500,000 from the Company andall of the Executive’s options that have been granted pursuant to the terms setforth in his previous employment agreement shall vest immediately.

 

(b) Notwithstanding any other provision of this Agreement or ofany other agreement, contract, or understanding heretofore or hereafter enteredinto by the Executive with the Company, except an agreement, contract, orunderstanding hereafter entered into that expressly modifies or excludesapplication of this paragraph (an “Other Agreement”), and notwithstanding anyformal or informal employment agreement or other arrangement for the direct orindirect provision of compensation to the Executive (including groups orclasses of participants or beneficiaries of which the Executive is a member),whether or not such compensation is deferred, is in cash, or is in the form ofa benefit to or for the Executive (a “Benefit Arrangement”), if the Executiveis a “disqualified individual,” as defined in Section 280G(c) of theInternal Revenue Code (the “Code”), any right to receive any payment or otherbenefit under this Agreement shall not become exercisable or vested or shall beforfeited to the extent that such right to exercise, vesting, payment, orbenefit, taking into account all other rights, payments, or benefits to or forthe Executive under this Agreement, all Other Agreements, and all BenefitArrangements, would cause any payment or benefit to the Executive under thisAgreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) ofthe Code as then in effect (a “Parachute Payment”). In the event that thereceipt of any such right to exercise, vesting, payment, or benefit under thisAgreement, in conjunction with all other rights, payments, or benefits to orfor the Executive under any Other Agreement or any Benefit Arrangement wouldcause the Executive to be considered to have received a Parachute Payment underthis Agreement, then the Executive shall have the right, in the Executive’ssole discretion, to designate those rights, payments, or benefits under thisAgreement, any Other Agreements, and any Benefit Arrangements that should bereduced or eliminated so as to avoid having the payment or benefit to theExecutive under this Agreement be deemed to be a Parachute Payment.

 

**7. Standards.** The Executive shall perform the Executive’s duties andresponsibilities under this Agreement in accordance with such reasonablestandards as may be established from time to time by the Chairman and CEO andBoard of Directors of the Company. The reasonableness of such standards shallbe measured against standards for executive performance generally prevailing inthe Company’s industry.

 

**8. Voluntary Absences: Vacations.** The Executive hereby agrees to be specifically excluded fromthe Company vacation policy.

 

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**9. Termination of Employment.**

 

(a) The Executive may terminate his employment at any time afterthe 60-day notice period in Section 10 has elapsed. The Board of Directorsof the Company may terminate the Executive’s employment at any time, subject topayment of the compensation described below.

 

(b) In the case of (i) any termination other than “terminationfor cause” as defined below, or (ii) any termination by the Executive for “GoodReason” as defined below, the Executive shall continue to receive for sixmonths, commencing on the date of such termination (the “Severance Period”),his full Base Salary, any bonus that has been earned but not paid beforetermination of employment, and all other benefits and compensation that theExecutive would have been entitled to under this Agreement in the absence oftermination of employment (collectively, the “Severance Amount”); provided,further, that all of Executive’s options that have been granted pursuant to theterms set forth in his previous employment agreement shall vest immediatelyupon such termination.

 

(c) The Executive shall have no right to receive compensation orother benefits from the Company for any period after termination for cause bythe Company or termination by the Executive other than termination with goodreason, except for any vested retirement benefits to which the Executive may beentitled under any qualified employee pension plan maintained by the Companyand any deferred compensation to which the Executive may be entitled.

 

(d) The term “termination for cause’ shall mean termination by theCompany because of the Executive’s (i) fraud or material misappropriationwith respect to the business or assets of the Company; (ii) persistentrefusal or failure materially to perform his duties and responsibilities to theCompany for a period of at least ten (10) days, which continues after theExecutive receives notice of such refusal or failure; (iii) conduct thatconstitutes disloyalty to the Company and which materially harms the Company orconduct that constitutes breach of fiduciary duty involving personal profit; (iv) conviction,or the entry of a plea of guilty or nolo contendere by the Executive, of afelony or crime, or willful violation of any law, rule, or regulation,involving moral turpitude; (v) the use of drugs or alcohol whichinterferes materially with the Executive’s performance of his duties; or (vi) materialbreach of any provision of this Agreement.

 

(e) The term resignation for “Good Reason” shall mean thatExecutive’s resignation occurs within three months of one of the followingevents: (i) an involuntary reduction of Executive’s job duties orresponsibilities; (ii) the Chairman and CEO or Board decides thatExecutive report to someone other than the Chairman and CEO; or (iii) anyinvoluntary reduction of Executive’s Base Compensation.

 

(f) The Executive’s employment pursuant to this Agreement shallterminate automatically prior to the expiration of the term of this Agreementin the event of the Executive’s death or disability. In the event the Executive’semployment terminates prior to the expiration

 

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of the term of this Agreement due to his death or disability, theExecutive shall not be entitled to any further compensation under theprovisions of this Agreement, except for his base salary earned through thedate of termination, and the portion of any bonus which previously had been approvedby the Company but was unpaid as of the Executive’s death or disability. TheExecutive (or, in the event of death, the Executive’s estate) shall be entitledto such unpaid portion of any approved bonus only if the Executive (or theauthorized representative of the Executive’s estate) signs a comprehensivegeneral release of claims in a form acceptable to Company. Payments of suchapproved but unpaid bonus shall not commence until after the Executive (or theauthorized representative of his estate) signs such a release, and after anyrevocation period referenced in such release has expired. If the Executive (orthe authorized representative of his Estate) does not sign such a generalrelease of claims, the Executive (or his estate) shall not be entitled toreceive any compensation under the provisions of this Agreement except for theExecutive’s base salary earned through the date of death or disability. In thecase of disability, if the Executive violates any of the provisions of Sections12 of this Agreement, the Company’s obligations to pay the unpaid portion ofany approved Bonus to the Executive shall cease on the date of such violation.

 

**10.Termination by the Executive.** The Executive may terminate his employmentat any time during the term of this Agreement by giving sixty (60) days’ priorwritten notice thereof to the Board of Directors of the Company. In the eventof termination by the Executive under this Section 10, the Company may atits option elect to have the Executive cease to provide services immediately,provided that during such 60-day notice period the Executive shall be entitledto continue to receive his base salary.

 

**11. Return of Proprietary Property.**The Executive agrees that all property in the Executive’s possession that heobtains or is assigned in the course of his employment with the Company,including, without limitation, all documents, reports, manuals, memoranda,customer lists, credit cards, keys, access cards, and all other propertyrelating in any way to the business of the Company, is the exclusive propertyof the Company, even if the Executive authored, created, or assisted inauthoring or creating such property. The Executive shall return to the Companyall such property immediately upon termination of employment or at such earliertime as the Company may request.

 

**12. Confidential Information.** Except as permitted or directed by the Board of Directors ofthe Company, during the time the Executive is employed by the Company or at anytime thereafter, the Executive shall not divulge, furnish, or make accessibleto anyone or use in any way (other than in the ordinary course of the businessof the Company) any confidential or secret information or knowledge of theCompany, whether developed by himself or by others. Such confidential and/orsecret information encompassed by this Section 12 includes, but is notlimited to, the Company’s customer and supplier lists, business plans, andfinancial, marketing, and personnel information. The Executive agrees torefrain from any acts or omissions that would reduce the value of anyconfidential or secret knowledge or information to the Company, both during hisemployment hereunder and at any time after the termination of his employment.The Executive’s obligations of confidentiality under this Section 12 shallnot apply to any

 

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knowledge or information that is now published publicly or thatsubsequently becomes generally publicly known, other than as a direct orindirect result of a breach of this Agreement by the Executive.

 

**13. Restrictive Covenants.**

 

(a) During the employment of the Executive under this Agreementand for a period of six (6) months after termination of such employment,the Executive shall not at any time (i) compete on his own behalf, or onbehalf of any other person or entity, with the Company or any of its affiliateswithin all territories in which the Company does business with respect to thebusiness of the Company or any of its affiliates as such business shall be conductedon the date hereof or during the employment of the Executive under thisAgreement; (ii) solicit or induce, on his own behalf or on behalf of anyother person or entity, any employee of the Company or any of its affiliates toleave the employ of the Company or any of its affiliates; or (iii) solicitor induce, on his own behalf or on behalf of any other person or entity, anycustomer of the Company or any of its affiliates to reduce its business withthe Company or any of its affiliates.

 

(b) The Executive shall not at any time during or subsequent tohis employment by the Company, on his own behalf or on behalf of any otherperson or entity, disclose any proprietary information of the Company or any ofits affiliates to any other person or entity other than on behalf of theCompany or in conducting its business, and the Executive shall not use any suchproprietary information for his own personal advantage or make such proprietaryinformation available to others for use, unless such information shall havecome into the public domain other than through unauthorized disclosure.

 

(c) The ownership by the Executive of not more than 5% of acorporation, partnership or other enterprise shall not constitute a violationhereof.

 

(d) If any portion of this Section 13 is found by a court ofcompetent jurisdiction to be invalid or unenforceable, but would be valid andenforceable if modified, this Section 13 shall apply with suchmodifications necessary to make this Section 13 valid and enforceable.  Anyportion of this Section 13 not required to be so modified shall remain infull force and effect and not be affected thereby. The Executive agrees thatthe Company shall have the right of specific performance in the event of abreach by the Executive of this Section 13.

 

**14. Assignment.** The rights and obligations of the Company under thisAgreement shall inure to the benefit of and shall be binding upon thesuccessors and assigns of the Company. The Executive may not assign thisAgreement or any rights hereunder. Any purported or attempted assignment ortransfer by the Executive of this Agreement or any of the Executive’s duties,responsibilities, or obligations hereunder shall be void.

 

**15. Company Remedies.** The Executive acknowledges that the remedy at law for any breachof any of the provisions of Sections 12 or 13 will be inadequate, and that the

 

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Company shall be entitled, in addition to any remedy at law or inequity, to preliminary and permanent injunctive relief and specificperformance.

 

**16. Other Contracts.** The Executive shall not, during the term of this Agreement,have any other paid employment other than with a subsidiary of the Company,except with the prior approval of the Board of Directors.

 

**17. Notices.**All notices, requests, demands, consents, or other communications required orpermitted under this Agreement shall be in writing and shall be deemed to havebeen duly given if delivered by overnight courier or express mail service or bypostage prepaid registered or certified mail, return receipt requested (thereturn receipt constituting prima facie evidence the giving of such noticerequest, demand or other communication), by personal delivery, or by fax withconfirmation of receipt and a copy mailed with postage prepaid, to thefollowing address or such other address of which a party may subsequently givenotice to the other party in accord with the provisions of this Section. Noticeis effective immediately if by personal delivery or by fax with confirmationreceived and a copy mailed the same day. Notice sent by overnight courier or byregistered or certified mail is effective the earlier of actual receipt or thefifth date after the date mailed as evidenced by the sender’s certified orregistered receipt. 

 
| To the Company: |   | MCF  Corporation                  |
|-----------------|--------|-----------------------------------|
|            |   | 600  California Street, 9th Floor |
|            |   | San  Francisco, CA 94108          |
|            |   | Attn:   General Counsel |
|            |   |                              |
| To Employee:    |   | Gregory S.  Curhan                |
|            |   | Home Address                      |

 

**18. Attorneys Fees.** Should any party hereto retain counsel for the purpose ofenforcing, or preventing the breach of, any provision hereof including, but notlimited to, the institution of any action or proceeding, whether byarbitration, judicial or quasi-judicial action, or otherwise, to enforce anyprovision hereof, or for damages for any alleged breach of any provisionhereof, or for a declaration of such party’s rights or obligations hereunder,then whether the matter is settled by negotiation, or by arbitration orjudicial determination, the prevailing party shall be entitled to be reimbursedby the losing party for all costs and expenses incurred thereby, including, butnot limited to, reasonable attorney’s fees for the services rendered to suchprevailing party.

 

**19. Amendments or Additions.** No amendments or additions to this Agreement shall bebinding unless in writing and signed by all parties hereto.

 

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**20. Section Headings.** The section headings used in this Agreement areincluded solely for convenience and shall not affect, or be used in connectionwith, the interpretation of this Agreement.

 

**21. Severability.** The provisions of this Agreement shall be deemed severableand the invalidity or unenforceability of any provision shall not affect thevalidity or enforceability of the other provisions hereof.

 

**22. Governing Law.** This Agreement shall be governed by the laws of the State ofDelaware (other than the choice of law rules thereof).

 

**MCF CORPORATION**

 
| * *                        | *By:*     | *D. Jonathan MerrimanChairman & CEO* |   |
|---------------------------------|-----------|-----------------------------------------------|--------|
|                            |      |                                          |
|                            | *Signed:* |                                          |   |
|                            |      |                                          |
|                            |      |                                          |
| Title: Executive Vice President |      |
|                            |      |                                          |
| * *                        | *By:*     | *Gregory S. Curhan*                           |   |
|                            |      |                                          |
|                            | *Signed:* |                                          |   |
|                            |      |                                          |

 

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