RVision, Inc

                        
	
                            
                            2445 Fifth Avenue, San Diego, California
                            92101

                        
	
                            
                            (619) 233-1403, fax (619) 233-1423

                        
	
                            
                            www.rvisionusa.com

                        


            


             


             


            
            EXECUTIVE EMPLOYMENT AGREEMENT


             


            
            THIS EXECUTIVE EMPLOYMENT AGREEMENT (this
            “Agreement”) is entered
            into by and between RVision, Inc., a Nevada corporation (the
            “Company”), and Miles
            Mochizuki
            (“Employee”).


             


            
            RECITALS


            
             


            
            WHEREAS, the Company desires to employ Employee in an executive capacity
            on the terms and conditions and for the consideration hereinafter set forth for the
            period provided herein commencing upon the Effective Date, and Employee desires
            employment with the Company on such terms and conditions and for such consideration as
            set forth herein; and,


             


            
            WHEREAS, Employee possesses significant capabilities, experience and
            knowledge important for the development of the Company’s business and the Company
            desires to provide incentive to Employee to provide these services to the Company;
            and,


             


            
            WHEREAS, Employee has, and will acquire during the term of his
            employment, significant knowledge and experience in the Company’s business and
            intimate knowledge of its customers, processes, trade secrets, and/or other business
            information, and the Company needs to protect its commercial goodwill and other
            assets.


            
             


            
            AGREEMENT


             


            
            NOW THEREFORE, in consideration of the foregoing, the agreements set
            forth below, the parties’ desire to preserve the value inherent in the Company
            for their mutual benefit, and for other valuable consideration (the receipt of which
            Employee hereby acknowledges), Employee, intending to be legally bound hereby, agrees
            with the Company as follows:


             


            
            1.      
               Employment. The Company hereby
            agrees to employ Employee, and Employee hereby accepts employment on the terms and
            conditions set forth herein, commencing the 30th day of September, 2007
            (the “Effective
            Date”).


             


            
            2.         
            Term of Employment. The term of
            Employee’s employment shall begin on the Effective Date and shall continue for a
            period of three years, unless terminated earlier pursuant to other provisions of this
            Agreement. At the end of the initial term, the Agreement will renew for an additional
            one year, and continue to renew each year unless terminated pursuant to other
            provisions of this Agreement. The period during which Employee remains an employee of
            the Company may be referred to herein as the
            “Employment
            Period”).


             


            
            3.         
            Position. During Employee’s
            employment with the Company, Employee shall serve as Chief Financial Officer of the
            Company. Employee shall report and be responsible to the board of directors of the
            Company. Company shall maintain a full-time office in San Jose, California, during the
            Employment Period and Employee shall not be required to relocate.


             


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 1
                            of 9

                        


            


             

            
            


            

            

            
            4.         
            Scope of Services. Employee shall be
            responsible for the management and running of the day-to-day financial operations of
            the Company including the preparation of all financial reports including those reports
            required to be filed with the Securities and Exchange Commission, coordinating with the
            Company auditors, preparing budgets for the Board of Directors and overseeing the
            implementation and compliance with such budgets, preparing with the other senior
            executives both short and long range capital and operational plans, overseeing all
            accounting functions, participating in the purchase of parts and the pricing of
            products, working with banks, investment bankers and other financial institutions.
            Employee agrees to devote Employee’s primary business time, attention, skills,
            and best efforts to the performance of Employee’s duties hereunder and shall not,
            during Employee’s employment by the Company, without the prior written approval
            of the Company’s board of directors, be employed by or otherwise engaged in any
            other business activity requiring any significant amount of Employee’s business
            time. During the Employment Period, the Employee (a) shall inform the Company of each
            actual business opportunity available to the Company that falls within or is related to
            the business plan of the Company or any Related Company (as hereinafter defined) of
            which he becomes aware (each such actual business opportunity a
            “Company Related Business
            Opportunity”) and
            shall not, directly or indirectly, exploit any such Company Related Business
            Opportunity for his own account or others in competition with or planning to be in
            competition with the Company or any Related Company; and (b) shall not render any
            services to any other such person or business to develop any such Company Related
            Business Opportunity, other than in his capacity as an employee of the Company or as
            otherwise approved by the board of directors of the Company. Notwithstanding the above,
            Company acknowledges that it is aware that Candidate has other non-related business
            interests including a consulting practice. Company also acknowledges that Employee may
            require up to 6 months from the Effective Date to arrange a transition out of his
            current consulting engagements. Employee will arrange to minimize the impact of this
            transition upon the Company.


             


            
                	
                            
                             

                        	
                            
                            5.

                        	
                            
                            Salary, Compensation, and
                            Benefits.

                        


            


             


            
            (a)        
            Base Salary. During the Employment Period,
            the Company agrees to pay, and Employee agrees to accept, a base salary of one hundred
            ninety thousand dollars ($190,000) per year for the period from the Effective Date
            through September 30, 2010. Employee’s salary shall be payable upon the same
            schedule that the Company pays its employees generally. Base salary will be reviewed
            from time to time by the Compensation Committee of the Company.


            
             


            
            (b)       
            Annual Bonus. Annual bonus payments shall
            be determined by the compensation committee of the Company’s board of directors
            in its sole discretion in accordance with performance-based criteria applicable
            generally to the executive-level employees of the Company and its other majority-owned
            subsidiaries.


            
             


            
            (c)        
            Equity Participation. As soon as
            practicable following the Effective Date (and in no case later than 10 days following
            the Effective Date), Company shall grant to Employee options to purchase up to 640,000
            shares of the Company’s common stock (as adjusted for stock splits, combinations,
            recapitalizations, and the like occurring on and after the Effective Date) (such
            options the
            “Options”), with an
            exercise price of $1.50 per share, with 100,000 of the Options vested immediately and
            15,000 Options per month vesting thereafter, except in the event of a Change in
            Control, a termination of the Employee’s employment resulting from a Change in
            Control, or a resignation by the Employee for Good Reason following a Change in
            Control, in which event all options shall immediately vest. These Options will be
            exercisable for a period of five years from the date of grant and will be incentive
            stock options to the extent permitted by applicable law. All stock options, whether or
            not granted during the initial three-year employment term will be granted pursuant to
            the Company’s 2005 Long-Term Incentive Plan, as it may be amended and adopted
            from time to time. All options vested that are not issued pursuant to an employee
            incentive plan covered by a registration statement on Form S-8 under the
            Securities Act of 1933 shall receive the same registration rights accorded to other
            executive officers.


             


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 2
                            of 9

                        


            


             

            
            


            


             


            
            (d)       
            Fringe Benefits. During the Employment
            Period, Employee shall be entitled to the benefits of such group medical, travel and
            accident, short- and long-term disability, and term life insurance, if any, as the
            Company shall make generally available from time to time to the Company’s
            executive officers.


            
             


            
            (e)        
            Other. During the Employment Period,
            Employee and, to the extent applicable, Employee’s family, dependents, and
            beneficiaries, shall be allowed to participate in all benefits, plans, and programs,
            including improvements or modifications of the same, that are now or may hereafter be
            available to executive employees of the Company generally. Such benefits, plans, and
            programs may include a profit sharing plan, a thrift plan, group medical insurance,
            dental insurance, vision insurance, travel and accident insurance, short-term and
            long-term disability insurance, life insurance, and a pension plan. The Company shall
            not, however, by reason of this subsection be obligated to institute, maintain, or
            refrain from changing, amending, or discontinuing any such benefit plan or program, so
            long as such changes are similarly applicable to executive employees of the Company
            generally.


            
             


            
            (f)        
            Reimbursement. The Company shall reimburse
            Employee (or, in the Company’s sole discretion, shall pay directly), upon
            presentation of vouchers and other supporting documentation as the Company may
            reasonably require, for reasonable out-of-pocket expenses incurred by Employee relating
            to the business or affairs of the Company or the performance of Employee’s duties
            hereunder, including reasonable expenses respecting entertainment, travel, and similar
            items, provided
            thatEmployee shall have complied with the
            Company’s regular reimbursement procedures and practices generally applicable
            from time to time to the Company’s executive officers.


            
             


            
            (g)       
            Vacation. In addition to statutory holidays
            and other holidays declared by the Company that are of general applicability to the
            Company’s employees, during the term of this Agreement, Employee shall be
            entitled to three weeks vacation each calendar year during Employee’s employment,
            accruing ratably each month, to be taken in accordance with the procedures and
            practices generally applicable from time to time to the Company’s employees,
            provided that such vacation time for any particular calendar year that accrues but is
            not taken shall carry over to subsequent calendar years.


            
             


            
            (h)       
            Withholding. The Company may withhold from
            Employee’s compensation all applicable amounts required by law.


            
             


            
                	
                            
                             

                        	
                            
                            6.

                        	
                            
                            Termination  

                        


            


            
             


            
            (a)        
            General. The following provisions shall
            govern the termination of Employee’s employment by the Company or termination of
            the Employee’s employment by the Employee during the term of this
            Agreement.


            
             


            
            (b)       
            Termination by the Company for Cause. The
            Company shall have the right to terminate Employee’s employment with the Company
            For Cause (as such term is hereinafter defined), effective upon notice of termination
            to Employee. As used herein, the term “For
            Cause”shall mean (i) Employee’s repeated
            failure, in the reasonable judgment of the Company’s board of directors, to
            substantially perform his assigned duties or responsibilities as Chief Financial
            Officer of the Company as reasonably directed or assigned by the Company’s board
            of directors (other than a failure resulting from the Employee’s Disability);
            (ii) Employee engaging in knowing and intentional illegal conduct that was or is
            materially injurious to the Company; (iii) Employee’s knowing 
            violation of  a federal or  state law  or regulation  directly or
            indirectly  applicable to the business of the


            
             


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 3
                            of 9

                        


            


             

            
            


            

            

            Company,
            which violation was or is reasonably likely to be injurious to the Company;
            (iv) Employee’s material breach of the terms of any confidentiality
            agreement or invention assignment agreement between Employee and the Company;
            (v) repeated misuse (following at least one written warning from the Company) of
            alcohol, narcotics, or other controlled substances that is materially detrimental to
            the Company and that materially interferes with Employee’s performance of his
            duties hereunder; or (vi) Employee being convicted of, or entering a plea
            of nolo contendere to, a felony or
            committing any act of moral turpitude or fraud against, or the misappropriation of
            material property belonging to, the Company, provided,
            however, in all cases other than Employee being convicted of,
            or entering a plea of nolo contendere
            to, a felony, that prior to the Company having the right to terminate
            Employee’s employment with the Company For Cause pursuant to this Subsection
            6(b), (1) the Company’s board of directors must first provide written notice to
            Employee describing in reasonable detail the basis upon which the Company would
            terminate Employee’s employment with the Company For Cause and the Employee must
            have had opportunity to address the Company’s board of directors, with counsel,
            regarding such alleged basis and (2) Employee shall have failed, during the period of
            30 days following such opportunity to address the Company’s board of directors,
            to remedy any such alleged basis for For Cause termination. In the event
            Employee’s employment is terminated in accordance with this Subsection 6(b), the
            Company shall pay to Employee all amounts accrued through the Termination Date (as
            hereinafter defined), any unreimbursed expenses incurred pursuant to Subsection 5(f) of
            this Agreement, and any other benefits specifically provided to Employee under any
            benefit plan.


            
             


            
            (c)        
            Termination upon Death or Disability of
            Employee. This Agreement shall terminate immediately upon
            Employee’s death or upon the Disability of Employee provided that employee (or
            his heirs) shall continue to receive base pay for six months.


            
             


            
            (d)         
            Other Termination by Company. In the event
            of any termination of this Agreement by the Company other than in accordance with
            subsections (b) or (c) of this Section 6, the Company shall provide to Employee the
            Full Termination Compensation as provided in Subsection 12(g).


            
             


            
            (e)        
            Termination by Employee for Good Reason.
            Employee’s employment with the Company may be regarded as having been
            constructively terminated by the Company, and the Employee may therefore terminate his
            employment for Good Reason (as defined below), by providing written notice to the
            Company and thereupon become entitled to the Full Termination Compensation as provided
            in Subsection 12(g). For purposes of this section, “Good
            Reason”shall mean if, at any time during the Employment
            Period, one or more of the following events shall occur:


             


            
            (i)        without the
            Employee’s express written consent, the assignment to the Employee of any duties
            or the reduction of the Employee’s duties, either of which results in a
            significant diminution in the Employee’s position or responsibilities with the
            Company in effect immediately prior to such assignment, or the removal of the Employee
            from such position and responsibilities;


            
             


            
            (ii)       without the
            Employee’s express written consent, a substantial reduction, without good
            business reasons, as determined by the Company’s board of directors, of the
            facilities and perquisites (including office space and location) available to the
            Employee immediately prior to such reduction;


            
             


            
            (iii)      a material reduction by the
            Company in the Base Salary or bonus opportunity of the Employee as in effect
            immediately prior to such reduction;


            
             


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 4
                            of 9

                        


            


             

            
            


            

            

            
            (iv)      a material reduction by the
            Company in the kind or level of employee benefits to which the Employee is entitled
            immediately prior to such reduction with the result that the Employee’s overall
            benefits package is significantly reduced;


            
             


            
            (v)       the relocation of the
            Employee to a facility or a location more than 25 miles from the Employee’s then
            present work location in San Jose, California, without the Employee’s express
            written consent;


            
             


            
            (vi)      the failure of the Company to
            obtain the assumption of this Agreement by any successor;


            
             


            
            (vii)     any material breach by the Company of
            any material provision of this Agreement; or,


            
             


            
            (viii)    any material disagreement with the Company
            regarding accounting policy, application of generally accepted accountant principles,
            or compliance with U.S. laws, provided
            that Employee’s position is supported by the Company’s then
            current external auditor.


             


            
            (f)        
            Voluntary Termination by Employee. Employee
            may voluntarily terminate his employment with the Company at any time, after which no
            further compensation will be paid to Employee, by providing written notice to the
            Company in accordance with Section 16 below. In the event Employee voluntarily
            terminates his employment, the Company shall pay to Employee all amounts accrued
            through the Termination Date, any unreimbursed expenses incurred pursuant to Subsection
            5(f) of this Agreement, and any other benefits specifically provided to Employee under
            any benefit plan.


            
             


            
            (g)          
            Resignation upon Termination. The
            termination of this Agreement for any reason shall also constitute the automatic
            resignation by Employee from all positions held by Employee as an employee (but not as
            a consultant or a director) of the Company and all Affiliates of the Company, including
            any position as a manager, officer, agent or trustee of the Company or any Affiliate of
            the Company. Upon the request of the Company, Employee shall deliver to the Company
            such written confirmation of such resignation as the Company may reasonably
            request.


            
             


            
            (h)       
            Exit Interview. To ensure a clear
            understanding of this Agreement, including but not limited to the protection of
            Employer’s business interests, Employee agrees, at no additional expense to
            Employee, to engage in an exit interview with Employer at a time and place as may be
            reasonably designated by Employer.


            
             


            
            7.         
            Confidential Information. The Company
            hereby agrees to provide the Employee with, and the Employee hereby acknowledges that
            he will be made aware of, certain confidential business information, trade secrets,
            innovations and inventions, expertise and know-how, customer information, and other
            nonpublic information concerning the business of Company and the Related Companies
            including (a) any and all trade secrets concerning the business and affairs of the
            Company, costs, bidding practices, price lists, product specifications, data, know-how,
            formulae, compositions, processes, designs, sketches, photographs, graphs, drawings,
            samples, inventions and ideas, past, current and planned research and development,
            current and planned manufacturing and distribution methods and processes, customer
            lists, current and anticipated customer requirements, market studies, business plans,
            computer software and programs (including object code and source code), computer
            software and database technologies, systems, structures and architectures (and related
            processes, formulae, compositions, improvements, devices, know-how, inventions,
            discoveries, concepts,  ideas,  designs,  methods  and
             information  of  the  Company),  and  any  other
             information,  however


            
             


            


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 5
                            of 9

                        


            


             

            
            


            

            

            
            documented; and (b) any and all information concerning the business
            and affairs of the Company (which includes historical financial statements, financial
            projections and budgets, historical and projected sales, capital spending budgets and
            plans, the names and backgrounds of key personnel, personnel training and techniques
            and materials); and (c) any and all notes, analysis, compilations, studies,
            summaries, and other material prepared by or for the Company containing or based, in
            whole or in part, on any information included in the foregoing
            (“Confidential
            Information”). Employee further acknowledges that
            such information, even though it may be contributed, developed, or acquired by the
            Employee, constitutes valuable, special, and unique assets of the Company, which are to
            be used by the Employee solely for the Company’s benefit. The Employee further
            acknowledges that the Confidential Information includes
            “trade
            secrets.” In addition to the
            other protections provided herein, all trade secrets shall be accorded the protections
            and benefits of the Uniform Trade Secrets Act and any other applicable law.


            
             


            
            8.         
            Confidentiality of Information. The
            Employee shall not, during the Employee’s employment and for a period of two
            years thereafter, divulge or disclose to any third person, firm, or company, or make
            personal or non-Company use of, any Confidential Information. These obligations of
            nondisclosure shall not apply to information that: (a) is in the public domain or
            is generally known or available, or hereafter becomes part of the public domain or is
            generally known or available through no violation of this Agreement; (b) is
            henceforth lawfully acquired by the Employee from any third party not bound, to the
            actual knowledge of the Employee, by an obligation of confidence to the Company;
            (c) is required, pursuant to judicial action or governmental regulations or other
            requirements, to be disclosed by the Employee,
            provided that the Employee has notified the
            Company of such imminent disclosure and cooperates with the Company in the event that
            the Company elects to contest and avoid such disclosure; or (d) is approved for
            release by prior written authorization from the Company. Notwithstanding anything to
            the contrary contained herein, Employee may disclose this Agreement and any other
            agreement to which Employee is or to which Employee may become a party to
            Employee’s immediate family, attorneys, accountants, auditors, tax preparers, and
            financial advisors and otherwise insofar as such disclosure may be necessary to enforce
            its terms or as otherwise required by law.


            
             


            
            9.         
            Return of Information. Upon termination or expiration of this
            Agreement, or at any time the Company may request, the Employee shall return to the
            Company, and will not keep in his possession, all Confidential
            Information.


            
             


            
            10.       
            Nondisparagement. Employee shall not,
            during or after the term of this Agreement (a) attempt or seek to cause any of the
            customers of the Company to refrain from maintaining, selling to, or acquiring from or
            through the Company any service or product relating to the Company’s business as
            conducted during the term of this Agreement; or (b) openly disparage the Company
            or any of its equity holders, directors, officers, employees, or agents, which has or
            may reasonably be expected to have a material adverse effect on a current or
            prospective business relationship with a current or prospective customer, supplier,
            investor, direct or indirect equity owner, or creditor.


            
             


            
            11.       
            Employee’s Representations and
            Warranties. Employee represents and warrants that Employee is
            not a party to any other employment or employment agreement, consulting engagement or
            consulting agreement, nondisclosure agreement, noncompetition covenant, or any other
            agreement, restriction, understanding, or covenant that could interfere with
            Employee’s employment with the Company or Employee’s or the Company’s
            rights and obligations hereunder and that Employee’s acceptance of employment
            with the Company and the performance of Employee’s duties hereunder will not
            breach the provisions of any contract, agreement, or understanding to which Employee is
            party or any duty owed by Employee to any other person. The Employee hereby represents
            and warrants to the Company that he has the legal capacity to execute and perform this
            Agreement, that this Agreement is a valid and binding agreement enforceable against him
            according to its terms, and  that the execution  and performance of this
            Agreement by him does not violate the terms of any


            
             


            


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 6
                            of 9

                        


            


             

            
            


            

            

            
            existing agreement or understanding, written or oral, to which the
            Employee is a party or any judgment or decree to which the Employee is
            subject.


            
             


            
            12.       
            Definitions. Capitalized terms used in this
            Agreement but not otherwise defined herein shall have the meaning hereby assigned to
            them as follow:


            
             


            
            (a)        
            Disability. Employee shall be deemed to
            have a “Disability” for purposes of this Agreement if Employee is
            substantially unable to perform Employee’s duties under this Agreement either for
            more than 120 days, whether or not consecutive, in any 12-month period by reason of a
            physical or mental illness or injury. Time spent for vacation shall not be taken into
            account in the foregoing calculation for purposes of determining Disability.


            
             


            
            (b)       
             Related Company. Related Company
            shall mean any Affiliate (as defined below) of the Company that is engaged in a
            business substantially similar to, complementary with, or directly related to the
            business in which the Company is engaged during the Employment Period.


            
             


            
            (c)        
            Termination Date. Termination Date shall
            mean the date Employee ceases to be employed by the Company.


            
             


            
            (d)       
            Person. The term person shall mean an
            individual, partnership, corporation, limited liability company, association, trust,
            joint venture, unincorporated organization, and any government, governmental department
            or agency, or political subdivision thereof.


            
             


            
            (e)        
            Affiliate. Affiliate means, with respect to
            a person, another person that controls, is controlled by, or is under common control
            with such person.


            
             


            
            (f)        
            Change of Control. For purposes of this
            Agreement, a Change of Control means either: (i) consummation of the acquisition of the
            Company by another entity by means of any transaction or series of related transactions
            (including, without limitation, any reorganization, merger or consolidation, or stock
            transfer, but excluding any such transaction effected primarily for the purpose of
            changing the domicile of the Company), unless the Company’s stockholders of
            record immediately prior to such transaction or series of related transactions hold,
            immediately after such transaction or series of related transactions, at least 50% of
            the voting power of the surviving or acquiring entity
            (provided that the sale by the
            Company of its securities for the purposes of raising additional funds shall not
            constitute a Change of Control hereunder); or (ii) consummation of a sale of all or
            substantially all of the assets of the Company in a single transaction or series of
            related transactions, all except as otherwise agreed to in writing by Employee and the
            Company.


            
             


            
                	
                            
                             

                        	
                            
                            (g)

                        	
                            
                            Full Termination Compensation.
                            Full Termination Compensation shall mean:

                        


            


            
             


            
            (i)        all amounts accrued
            to Employee through the Termination Date, any unreimbursed expenses incurred pursuant
            to Subsection 5(f) of this Agreement, and any other benefits specifically provided to
            Employee under any benefit plan;


            
             


            
            (ii)       the Employee will continue
            to receive Base Salary as determined by the following: 1) if the Termination Date
            occurs within the first six months following the Effective Date then the continuation
            of Employee’s Base Salary will be for a period of three months following the
            Termination Date; 2) if the Termination Date occurs during the period six months after
            the Effective Date but within the first year of the Effective Date then the
            continuation of Employee’s Base Salary will be for a period of six months; 3) if
            the Termination Date  occurs on or  after  the one  year
            anniversary of  the Effective  Date then  the  continuation 
            of


            
             


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 7
                            of 9

                        


            


             

            
            


            

            

            
            Employee’s Base Salary will be for a period of one year following
            the Termination Date; or, 4) notwithstanding the above, should the termination be the
            result of a constructive termination specific to the conditions as set forth in Section
            6(e) above, or should the Termination Date be subsequent to a Change in Control, the
            Employee shall continue to receive Base Salary for a period of twelve months from the
            Termination Date regardless of the time elapsed since the Effective Date. All of the
            above scenarios shall be payable on the Company’s regular payroll payment
            dates;


            
             


            
            (iii)      the continuation, at the
            Company’s expense, of group medical coverage under the same terms as in effect at
            the Termination Date for the earlier of (1) three months past the Termination Date, or
            (2) until Employee obtains alternate health insurance coverage, in addition to any
            health insurance continuation obligation under the Consolidated Omnibus Budget
            Reconciliation Act of 1985 (COBRA);


            
             


            
            (iv)      the optioned shares so vested as of
            the Termination Date will be exercisable for a period of 24 months following the
            Termination Date.


             


            
            13.       
            Waivers and Amendments. The respective
            rights and obligations of the Company and Employee under this Agreement may be waived
            (either generally or in a particular instance, either retroactively or prospectively,
            and either for a specified period of time or indefinitely) or amended only with the
            written consent of a duly authorized representative of the Company and
            Employee.


            
             


            
            14.       
            Successors and Assigns. The provisions
            hereof shall inure to the benefit of, and be binding upon, the Company’s
            successors and assigns.


            
             


            
            15.       
            Entire Agreement. This Agreement
            constitutes the full and entire understanding and agreement of the parties with regard
            to the subjects hereof and supersedes in their entirety all other or prior agreements,
            whether oral or written, with respect thereto.


            
             


            
            16.       
            Notices. Any notice, demand, request, or
            other communication permitted or required under this Agreement shall be in writing and
            shall be deemed to have been given as of the date so delivered, if personally served;
            as of the date so sent, if transmitted by facsimile and receipt is confirmed by the
            facsimile operator of the recipient; as of the date so sent, if sent by electronic mail
            and receipt is acknowledged by the recipient; one day after the date so sent, if
            delivered by overnight courier service; or five days after the date so mailed, if
            mailed by certified mail, return receipt requested, addressed as follows:


             


            
                	
                            
                            If to the Company, addressed to:

                        	
                            
                            RVision, Inc.

                        
	
                            
                             

                        	
                            
                            2365 A Paragon Dr.

                        
	
                            
                             

                        	
                            
                            San Jose, CA 95131

                        
	
                            
                             

                        	
                            
                            Telephone: (408) 437-5777

                        
	
                            
                             

                        	
                            
                            Facsimile: (408) 437-9923

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                            with a copy to:

                        	
                            
                            Kruse Landa Maycock & Ricks, LLC

                        
	
                            
                             

                        	
                            
                            Attn: James R. Kruse

                        
	
                            
                             

                        	
                            
                            50 West Broadway, Eighth Floor

                        
	
                            
                             

                        	
                            
                            Salt Lake City, UT 84101

                        
	
                            
                             

                        	
                            
                            Telephone: (801) 531-7090

                        
	
                            
                             

                        	
                            
                            Facsimile: (801) 531-7091

                        


            


             


            If
            to Employee, to the address set forth on the signature page of this Agreement or at the
            current address listed in the Company’s regular payroll records.


             


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 8
                            of 9

                        


            


             

            
            


            

            

            
            


            
            17.         
            Governing Law. This Agreement shall be
            construed and enforced in accordance with and governed by the laws
            ofCalifornia (without giving effect to any conflicts or choice of
            laws provisions thereof that would cause the application of the domestic substantive
            laws of any other jurisdiction).


            
             


            
                	
                            
                             

                        	
                            
                            18.

                        	
                            
                            Consent to Jurisdiction and Venue.

                        


            


             


            
            (a)        
            Jurisdiction. Each of the parties hereto
            hereby consents to the jurisdiction of all state and federal courts located in Santa
            Clara County, California, as well as to the jurisdiction of all courts to which an
            appeal may be taken from such courts, for the purpose of any suit, action, or other
            proceeding arising out of, or in connection with, this Agreement or any of the
            transactions contemplated hereby, including any proceeding relating to ancillary
            measures in aid of arbitration, provisional remedies, and interim relief, or any
            proceeding to enforce any arbitral decision or award. Each party hereby expressly
            waives any and all rights to bring any suit, action, or other proceeding in or before
            any court or tribunal other than the courts described above and covenants that it shall
            not seek in any manner to resolve any dispute other than as set forth in this section,
            or to challenge or set aside any decision, award, or judgment obtained in accordance
            with the provisions hereof.


            
            (b)       
            Venue. Each of the parties hereto hereby
            expressly waives any and all objections it may have to venue, including the
            inconvenience of such forum, in any of such courts. In addition, each party consents to
            the service of process by personal service or any manner in which notices may be
            delivered hereunder in accordance with this Agreement.


            
             


            
            19.       
            Severability; Titles and Subtitles; Gender; Singular and Plural;
            Counterparts; Facsimile.


             


            
            (a)        
            Headings. The titles of the sections and
            subsections of this Agreement are for convenience of reference only and are not to be
            considered in construing this Agreement.


            
             


            
            (b)       
             Mutual Terms. The use of any gender
            in this Agreement shall be deemed to include the other genders, and the use of the
            singular in this Agreement shall be deemed to include the plural (and vice versa),
            wherever appropriate.


            
             


            
            (c)        
            Counterparts. This Agreement may be
            executed in any number of counterparts, each of which shall be an original, but all of
            which together constitute one instrument. Counterpart signatures of this Agreement (or
            applicable signature pages hereof) that are manually signed and delivered by facsimile
            transmission shall be deemed to constitute signed original counterparts hereof and
            shall bind the parties signing and delivering in such manner.


             


            
            IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the
            30th day of September, 2007.


             


            
                	
                            
                            COMPANY:

                        	
                            
                            EMPLOYEE:

                        


            


             


            
                	
                            
                            RVISION, INC.

                        	
                            
                             

                        
	
                            
                             

                        	
                            
                             

                        
	
                            
                            By: /s/ Brian
                            Kelly

                        	
                            
                            /s/ Miles Mochizuki

                        
	
                            
                            Name: Brian Kelly

                        	
                            
                            Miles Mochizuki, CPA

                        
	
                            
                            Title: President & COO

                        	
                            
                            Address: 19 Ridgeview Court

                        
	
                            
                             

                        	
                            
                            San Ramon, CA 94582

                        


            


             


             


            
                	
                            
                            CFO Employment Agreement

                        	
                            
                            Page 9
                            of 9