EXHIBIT
        10.18

    

    

      EMPLOYMENT,
        CONFIDENTIAL
        INFORMATION
        AND
        INVENTION
        ASSIGNMENT
        AGREEMENT

    

     

    As
      a
      condition of my employment with DiscLive, Inc., a Delaware corporation (the
      “Company”),
      and
      my receipt of the compensation now and hereafter paid to me by the Company
      and
      the Company’s agreement in Section 2(a)
      hereof,
      I agree to the following terms and conditions of this Employment, Confidential
      Information and Invention Assignment Agreement (this “Agreement”):

     

    1. At-Will
      Employment.
      I
      UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN
      UNSPECIFIED DURATION AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ALSO UNDERSTAND
      THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID. I
      ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME,
      WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION OF EITHER
      THE
      COMPANY OR MYSELF, WITH OR WITHOUT NOTICE.

     

    2. Confidential
      Information.

     

    (a) Company
      Information and Goodwill. Concurrently
      upon the commencement of my employment, the Company agrees and covenants to:
      (1) make available to me Confidential Information (hereinafter defined) of
      the Company that will enable me to optimize the performance of my duties to
      the
      Company; and (2) provide me with goodwill support, such as expense
      reimbursements in accordance with Company policy limits, Confidential
      Information, or contact with clients, customers or business associates, in
      order
      to help me develop goodwill for the Company. The foregoing is not contingent
      upon my continued employment for any length of time, but is contingent upon
      my
      full compliance with the restrictions in Sections
      2
      through
8
      herein.
      I agree at all times during the term of my employment and thereafter to hold
      in
      the strictest confidence, and not to use, except for the benefit of the Company,
      or to disclose to any person, firm or entity without written authorization
      of
      the Company’s Board of Directors, any of the Company’s Confidential Information.
      I understand that “Confidential
      Information”
means
      any information that relates to the Company’s actual or anticipated business or
      research and development, technical data, trade secrets or know-how, including,
      but not limited to, research, product plans or other information regarding
      the
      Company’s products or services and markets therefor, customer lists and
      customers (including, but not limited to, the Company’s customers on whom I
      called or with whom I became acquainted during the term of my employment),
      software, developments, inventions, processes, formulas, technology, designs,
      drawings, engineering, hardware configuration information, marketing, finances
      or other business information. I further understand that Confidential
      Information does not include any of the foregoing items that is or becomes
      publicly known through no wrongful act or omission of mine or of others who
      were
      under confidentiality obligations as to the item or items involved.

     

    (b) Former
      Employer Information.
      I agree
      that I will not, during my employment with the Company, improperly use or
      disclose any proprietary information or trade secrets of any former or
      concurrent employer or other person or entity and that I will not bring onto
      the
      premises of the Company any unpublished document or proprietary information
      belonging to any such employer, person or entity, unless consented to in writing
      by such employer, person or entity.


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Third
      Party Information.
      I
      recognize that the Company has received, and in the future will receive, from
      third parties their confidential or proprietary information, subject to a duty
      on the Company’s part to maintain the confidentiality of such information and to
      use it only for certain limited purposes. I agree to hold all such confidential
      or proprietary information in the strictest confidence, and not to disclose
      it
      to any person, firm or entity or to use it, except as necessary in carrying
      out
      my work for the Company consistent with the Company’s agreement with such third
      party.

     

    3. Inventions.

     

    (a) Inventions
      Retained and Licensed.
      I have
      attached as Exhibit A
      hereto a
      list describing all inventions, original works of authorship, developments,
      improvements and trade secrets that (i) were made by me prior to my
      employment with the Company, (ii) belong to me, (iii) relate to the
      Company’s business, products or research and development or the Company’s
      proposed business, products or research and development and (iv) are not
      assigned to the Company hereunder (collectively, “Prior
      Inventions”);
      or,
      if no such list is attached, I represent that there are no such Prior
      Inventions. I agree that I will not incorporate, or permit to be incorporated,
      any Prior Invention owned by me or in which I have an interest into a Company
      product, process or service without the Company’s prior written consent.
      Notwithstanding the foregoing sentence, if, in the course of my employment
      with
      the Company, I incorporate into a Company product, process or service a Prior
      Invention owned by me or in which I have an interest, I hereby grant to the
      Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual,
      worldwide license to make, have made, modify, use and sell such Prior Invention
      as part of, or in connection with, such product, process or service, and to
      practice any method related thereto.

     

    (b) Assignment
      of Inventions.
      I agree
      that I will promptly make full written disclosure to the Company, will hold
      in
      trust for the sole right and benefit of the Company, and hereby assign to the
      Company, or its designee, all my right, title and interest in and to any and
      all
      inventions, original works of authorship, developments, concepts, improvements,
      designs, discoveries, ideas, trademarks or trade secrets, whether or not
      patentable or registrable under copyright or similar laws, which I may, solely
      or jointly, conceive or develop or reduce to practice, or cause to be conceived
      or developed or reduced to practice, during the period of time I am in the
      employ of the Company (collectively, “Inventions”),
      except as provided in Section 3(f)
      below. I
      further acknowledge that all original works of authorship that are made by
      me
      (solely or jointly with others) within the scope of and during the period of
      my
      employment with the Company and that are protectable by copyright are “works
      made for hire,” as that term is defined in the United States Copyright Act. I
      understand and agree that the decision whether or not to commercialize or market
      any Invention is within the Company’s sole discretion and for the Company’s sole
      benefit and that no royalty will be due to me as a result of the Company’s
      efforts to commercialize or market any such Invention.

     

    (c) Inventions
      Assigned to the United States.
      I agree
      to assign to the United States government all my right, title and interest
      in
      and to any and all Inventions whenever such full title is required to be in
      the
      United States by a contract between the Company and the United States or any
      of
      its agencies.

     


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        2

        
          

        

      

      
         

      

    


     

    (d) Maintenance
      of Records.
      I agree
      to keep and maintain adequate and current written records of all Inventions
      during the term of my employment with the Company. The records will be in the
      form of notes, sketches, drawings and any other format that may be specified
      by
      the Company. The records will be available to the Company, and remain the
      Company’s sole property, at all times.

     

    (e) Patent
      and Copyright Registrations.
      I agree
      to assist the Company, or its designee, at the Company’s expense, in every
      proper way to secure the Company’s rights in any Inventions and any copyrights,
      patents, mask work rights or other intellectual property rights relating thereto
      in any and all countries, including, but not limited to, the disclosure to
      the
      Company of all pertinent information and data with respect thereto, the
      execution of all applications, specifications, oaths, assignments and all other
      instruments that the Company deems necessary in order to apply for and obtain
      such rights and in order to assign and convey to the Company or its successors,
      assigns or nominees the sole and exclusive rights, title and interest in and
      to
      such Inventions and any copyrights, patents, mask work rights or other
      intellectual property rights relating thereto. I further agree that my
      obligation to execute, or cause to be executed, when it is in my power to do
      so,
      any such instrument or papers shall continue after the termination of this
      Agreement. If the Company is unable because of my mental or physical incapacity
      or for any other reason to secure my signature to apply for or to pursue any
      application for any United States or foreign patents or copyright registrations
      covering any Inventions or original works of authorship assigned to the Company
      as above, then I hereby irrevocably designate and appoint the Company and its
      duly authorized officers and agents as my agent and attorney in fact, to act
      for
      and in my behalf and stead to execute and file any such applications and to
      do
      all other lawfully permitted acts to further the prosecution and issuance of
      letters patent or copyright registrations thereon with the same legal force
      and
      effect as if executed by me.

     

    (f) Exception
      to Assignments.
      I
      understand that the provisions of this Agreement requiring assignment of
      Inventions to the Company do not apply to any Invention that I have developed
      entirely on my own time without using the Company’s equipment, supplies,
      facilities, trade secret information or Confidential Information (an
“Other
      Invention”),
      except for those Other Inventions that either (i) relate at the time of
      conception or reduction to practice of such Other Invention to the Company’s
      business, or actual or demonstrably anticipated research or development of
      the
      Company or (ii) result from any work that I performed for the Company. I
      will advise the Company promptly in writing of any Invention that I believe
      constitutes an Other Invention and is not otherwise disclosed on Exhibit A.
      I agree
      that I will not incorporate, or permit to be incorporated, any Other Invention
      owned by me or in which I have an interest into a Company product, process
      or
      service without the Company’s prior written consent. Notwithstanding the
      foregoing sentence, if, in the course of my employment with the Company, I
      incorporate into a Company product, process or service an Other Invention owned
      by me or in which I have an interest, I hereby grant to the Company a
      nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide
      license to make, have made, modify, use and sell such Other Invention as part
      of
      or in connection with such product, process or service, and to practice any
      method related thereto.

     

    4. Conflicting
      Employment.
      I agree
      that, during the term of my employment with the Company, I will devote my full
      time and efforts to the Company and I will not engage in any other employment,
      occupation or consulting related to the business in which the Company is now
      involved or becomes involved during the term of my employment, nor will I engage
      in any other activities that conflict with my obligations to the
      Company.

     


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        3

        
          

        

      

      
         

      

    


     

    5. Solicitation
      of Employees.
      I agree
      that during the course of my employment and for a period of eighteen (18)
      months immediately following the termination of my relationship with the Company
      for any reason (whether with or without cause, at the option of either the
      Company or myself, with or without notice), I will not, either directly or
      indirectly, solicit, induce, recruit or encourage any of the Company’s employees
      to leave their employment or contractors to terminate their relationship with
      the Company, or hire or take away such employees or contractors, or attempt
      to
      solicit, induce, recruit, encourage, hire or take away employees or contractors
      of the Company, either for myself or for any other person or
      entity.

     

    6. Interference.
      I agree
      that during the course of my employment and for a period of eighteen (18)
      months immediately following the termination of my relationship with the Company
      for any reason (whether with or without cause, at the option of either the
      Company or myself, with or without notice), I will not, either directly or
      indirectly, interfere with the Company’s relationships with any of its customers
      or clients whom I served or whose names became known to me during the course
      of
      my employment
      (“Covered
      Clients or Customers”). This
      paragraph is geographically limited to any location or place of business where
      a
      Covered Client or Customer is present and available for solicitation at that
      time. I acknowledge that I may not avoid the purpose and intent of this
      paragraph by engaging in conduct within the geographically limited area from
      a
      remote location through means such as telecommunications, written
      correspondence, computer generated or assisted communications or other similar
      methods.

     

    7. Covenant
      Not to Compete.

     

    (a) I
      agree
      that during the course of my employment and for a period of eighteen (18)
      months immediately following the termination of my relationship with the Company
      for any reason (whether with or without cause, at the option of either the
      Company or myself, with or without notice), I will not without the Company’s
      prior written consent, either directly or indirectly, (i) serve in any
      capacity that could require me to use any of the Confidential Information,
      goodwill or training that I received or had access to during my employment
      with
      the Company, including, without limitation, as an advisor, agent, supervisor,
      consultant, contractor, director, employee, officer, partner, proprietor
      or
      otherwise of, (ii) have
      any
      ownership interest in (except for passive ownership of one percent (1%) or
      less of any entity whose securities have been registered under the Securities
      Act of 1933, as amended, or Section 12 of the Securities Exchange Act of
      1934, as amended) or (iii) participate
      in the organization, financing, operation, management or control of,
      any
      business in competition with the Company’s business as
      conducted by the Company during the course of my employment with the Company
      (including any customer of the Company).
      The
      foregoing covenant shall cover my activities in every part of the Territory
      (hereinafter defined). “Territory”
shall
      mean (i) all counties in the State of Texas, (ii) all other states of
      the United States of America and (iii) all other countries of the world;
      provided that, with respect to clauses (ii) and (iii) immediately above, the
      Company either (1) derives at least five percent (5%) of its gross
      revenues from such geographic area prior to the date of the termination of
      my
      relationship with the Company or (2) has active plans for the introduction
      of such product or services in such geographic area within six (6) months
      of the date of the termination of my relationship with the Company. I hereby
      stipulate that the foregoing is a reasonable geographic area because of the
      scope of the Company’s operations and my activities, and that this paragraph
      creates a narrowly tailored advance approval requirement in order to avoid
      unfair competition and irreparable harm to the Company and is not intended,
      or
      to be construed, as a general restraint from engaging in a lawful profession
      or
      a general covenant against competition. Further, I hereby agree that I may
      not
      avoid the purpose and intent of this paragraph by engaging in conduct within
      the
      geographically limited area from a remote location through means such as
      telecommunications, written correspondence, computer generated or assisted
      communications or other similar methods.

     


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        4

        
          

        

      

      
         

      

    


     

    (b) I
      acknowledge that my fulfillment of the obligations contained in this Agreement,
      including, but not limited to, my obligation neither to use, except for the
      benefit of the Company, or to disclose the Company’s Confidential Information
      and my obligation not to compete contained in subsection
      (a) above,
      is
      necessary to protect the Company’s Confidential Information and to preserve the
      Company’s value and goodwill. I further acknowledge that the time, geographic
      and scope limitations of my obligations under subsection
      (a) above
      are
      reasonable, especially in light of the Company’s desire to protect its
      Confidential Information, and that I will not be precluded from gainful
      employment if I am obligated not to compete with the Company during the period
      and within the Territory as described above.

     

    (c) The
      covenants contained in
      subsection (a) above
      shall be
      construed as a series of separate covenants, one for each city, county and
      state
      of any geographic area in the Territory. Except for geographic coverage, each
      such separate covenant shall be deemed identical in terms to the covenant
      contained in subsection
      (a) above.
      If, in
      any judicial proceeding, a court refuses to enforce any of such separate
      covenants (or any part thereof), then such unenforceable covenant (or such
      part)
      shall be eliminated from this Agreement to the extent necessary to permit the
      remaining separate covenants (or portions thereof) to be enforced. In the event
      that the provisions of subsection
      (a) above
      are
      deemed to exceed the time, geographic or scope limitations permitted by
      applicable law, then such provisions shall be reformed to the maximum time,
      geographic or scope limitations, as the case may be, then permitted by such
      law.

     

    8. Returning
      Company Documents, etc.
      I agree
      that, at the time of leaving the employ of the Company, I will deliver to the
      Company (and will not keep in my possession, recreate or deliver to anyone
      else)
      any and all devices, records, data, notes, reports, proposals, lists,
      correspondence, specifications, drawings, blueprints, sketches, materials,
      equipment, other documents or property, or reproductions of any aforementioned
      items developed by me pursuant to my employment with the Company or otherwise
      belonging to the Company or its successors or assigns, including, but not
      limited to, those records maintained pursuant to Section 3(d).
      In the
      event of the termination of my employment, I agree to sign and deliver the
      “Termination Certification” attached hereto as Exhibit B.

     

    9. Survival
      of Covenants.
      Each
      restriction set forth in Sections 2,
      3, 5, 6, 7, 8 and 11
      hereof
      shall survive the termination of my employment with Company. Further, the
      existence of any claim or cause of action by me against Company, whether
      predicated on this Agreement or otherwise, shall not constitute a defense to
      the
      enforcement by the Company of such restrictions, and in the event an enforcement
      remedy is sought for my violation of any of those restrictions, the time periods
      provided for in Sections 5,
      6 and 7
      shall be
      extended by one day for each day that I failed to comply with the restriction
      at
      issue.


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        5

        
          

        

      

      
         

      

    


     

    10. Early
      Resolution Conference.
      I
      understand this Agreement to be clear and enforceable as written; however,
      I
      agree that if I should ever later challenge any provision as unclear,
      unenforceable or inapplicable to any competitive activity that I intend to
      engage in, I will first notify the Company in writing and meet with a Company
      representative and a neutral mediator (if the Company elects to retain one
      at
      its expense) to discuss resolution of any disputes between the parties. I
      further agree that I will provide this notification at least fourteen (14)
      days before I engage in any activity that could foreseeably fall within a
      questioned restriction contained in this Agreement, and that my failure to
      comply with this requirement shall waive my right to challenge the reasonable
      scope, clarity, applicability or enforceability of this Agreement and its
      restrictions at a later time. All rights of both parties will be preserved
      if
      the early resolution conference requirement is complied with, even if no
      agreement is reached in the conference.

     

    11. Notification
      of New Employer.
      In the
      event that I leave the employ of the Company, I hereby grant consent to
      notification by the Company to my new employer about my rights and obligations
      under this Agreement.

     

    12. Further
      Assurances; No Conflict.
      I agree
      to execute any proper oath or document or verify any proper document required
      to
      carry out the terms of this Agreement. I hereby represent that my performance
      of
      all the terms of this Agreement will not breach any agreement to keep in
      confidence proprietary information acquired by me in confidence or in trust
      prior to my employment by the Company. I have not entered into, and I agree
      I
      will not enter into, any oral or written agreement in conflict
      herewith.

     

    13. Arbitration
      and Equitable Relief.

     

    (a) Arbitration.
      Except
      as provided in this paragraph and in subsection (b)
      below,
      I agree
      that any dispute, claim or controversy concerning my employment or the
      termination of my employment or any dispute, claim or controversy arising out
      of
      or relating to any interpretation, construction, performance or breach of this
      Agreement, shall be settled by arbitration to be held in Dallas, Texas in
      accordance with the rules then in effect of the American Arbitration
      Association. The arbitrator(s) shall be required to state in a written opinion
      all facts and conclusions of law relied upon to support any decision rendered.
      No arbitrator will have authority to render a decision that contains an outcome
      determinative error of state or federal law, or to fashion a cause of action
      or
      remedy not otherwise provided for under applicable state or federal law. Any
      dispute over whether the arbitrator(s) has failed to comply with the foregoing
      will be resolved by summary judgment in a court of law. The
      arbitrator may grant injunctions or other relief in such dispute or controversy.
      The decision of the arbitrator shall be final, conclusive and binding on the
      parties to the arbitration. Judgment may be entered on the arbitrator’s decision
      in any court having jurisdiction. The Company will pay the arbitration costs
      and
      arbitrator’s fees beyond $500, subject to a final arbitration award on who
      should bear costs and fees, and each of us shall separately pay our counsel
      fees
      and expenses. Except
      as otherwise provided above, the parties hereby waive trial in a court of law
      or
      by jury.
      All
      other rights, remedies, statutes of limitation and defenses applicable to claims
      asserted in a court of law will apply in the arbitration. I understand that
      this
      paragraph does not prohibit me from filing or cooperating in a charge before
      a
      federal administrative agency without pursuing private litigation, and insured
      workers compensation claims (other than wrongful discharge claims), and claims
      for unemployment insurance are excluded from arbitration under this
      provision.

     


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        6

        
          

        

      

      
         

      

    

     

    (b) Equitable
      Remedies.
      I agree
      that it would be impossible or inadequate to measure and calculate the Company’s
      damages from my breach of Sections 2,
      3,
      5, 6, 7 and 8
      of this
      Agreement. Accordingly, I agree that if I breach any such Section, the Company
      will have available, in addition to any other right or remedy available, the
      right to obtain an injunction from a court of competent jurisdiction restraining
      such breach or threatened breach and to specific performance of any such
      provision of this Agreement without limitation as to recovery of any and all
      monetary damages that the Company may incur as a result of said breach or
      threatened breach. Also, I understand and acknowledge that the Company may
      pursue any remedy available, including, without limitation, declaratory relief,
      concurrently or consecutively in any order as to any breach, violation, or
      threatened breach or violation, and the pursuit of one such remedy at any time
      will not be deemed an election of remedies or waiver of the right to pursue
      any
      other remedy. I further agree that no bond or other security shall be required
      in obtaining such equitable relief, and I hereby consent to the issuance of
      such
      injunction and to the ordering of specific performance.

     

    14. Compensation.
      During
      the course of my employment with the Company, I understand and agree that as
      full and complete compensation for the services that I render to the Company,
      I
      will be paid (i) a bi-monthly payment of (U.S.) $2,500 (prorated for any partial
      period) and (ii) twenty percent (20%) of any Net Recording Profits (hereinafter
      defined) facilitated by me. “Net
      Recording Profits”
means
      the Net Profits (hereinafter defined) generated from the sale of the Company’s
      products by the Company under a recording contract during the time period
      beginning on the date that the Company enters into that recording contract
      and
      ending at the time that the Company’s employees or agents leave the final venue
      at which a recording is made pursuant to that recording contract. “Net
      Profits”
means
      gross revenue less associated expenses. I further understand and agree that
      all
      payments for services rendered will be payable by the Company to me on a current
      basis as services are rendered in accordance with regular payroll practices
      of
      the Company and that the payment of the percentage of Net Recording Profits
      contemplated in this paragraph, if any, will be made on a regularly scheduled
      pay period within thirty (30) days following the last recording made pursuant
      to
      that recording contract. I hereby understand and agree that all determinations
      of whether or not a recording contract was facilitated by me shall be made
      by
      the President, or in case it so elects, by the Board of Directors, of the
      Company and such determination shall be made in good faith.

     

    15. General
      Provisions.

     

    (a) Governing
      Law; Consent to Personal Jurisdiction.
      THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF TEXAS, WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. I HEREBY
      EXPRESSLY CONSENT TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS
      LOCATED IN DALLAS, TEXAS FOR ANY LAWSUIT FILED THERE AGAINST ME BY THE COMPANY
      CONCERNING MY EMPLOYMENT OR THE TERMINATION OF MY EMPLOYMENT OR ARISING FROM
      OR
      RELATING TO THIS AGREEMENT.

     


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        7

        
          

        

      

      
         

      

    

     

    (b) Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding between the Company
      and me relating to the subject matter herein and supersedes all prior
      agreements, discussions or representations between us, whether written or oral,
      including, but not limited to, any representations made during my interview(s).
      No modification of or amendment to this Agreement, nor any waiver of any rights
      under this Agreement, will be effective unless in writing signed by the
      Company’s Chief Executive Officer or President and me. Any subsequent change or
      changes in my duties, salary or compensation will not affect the validity or
      scope of this Agreement.

     

    (c) Severability.
      Except
      as expressly set forth herein, if one or more of the provisions in this
      Agreement are deemed void by law, including, but not limited to, the covenant
      not to compete in Section 7,
      then
      the remaining provisions will continue in full force and effect.

     

    (d) Successors
      and Assigns.
      This
      Agreement, and the rights, benefits and interests hereunder, may not be
      assigned, transferred or pledged by me in any way. The rights of the Company
      hereunder may be assigned to any entity that succeeds to substantially all
      of
      the operations of the Company, including, without out limitation, by operation
      of law.

     

    (e) Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent and no rules of strict construction
      will
      be applied against either party.

     

    (f) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      enforceable, and all of which together shall constitute one and the same
      agreement.

     

    15. Voluntary
      and Informed Acts.
      I
      hereby acknowledge and agree to each of the following items:

     

    (a) I
      am
      executing this Agreement voluntarily and without any duress or undue influence
      by the Company or anyone else; and

     

    (b) I
      have
      carefully read this Agreement; I have asked any questions needed for me to
      understand the terms, consequences and binding effect of this Agreement and
      fully understand them; and 

     

    (c) I
      have
      had the opportunity to seek the advice of an attorney of my choice before
      signing this Agreement, and have either obtained such advice or do not wish
      to
      seek it.

     

    


     

    SIGNATURE
      PAGE FOLLOWS


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        8

        
          

        

      

      
         

      

    


     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the day, month
      and
      year first set forth below.

     

    Date:
      April 3, 2006

    


    
      	
              COMPANY:

            	 	
              EMPLOYEE:

            
	 	 	 
	
              DiscLive,
                Inc.,

            	 	 
	
              a
                Delaware corporation

            	 	 
	 	 	 
	
              By:
                /s/ ZACH BAIR

            	 	
              /s/
                TRAVIS HILL

            
	
              Name:
                Zach Bair

            	 	
              Travis
                Hill

            
	
              Title:  
                President

            	 	 


    

     


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        9

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    LIST
      OF PRIOR INVENTIONS

    AND
      ORIGINAL WORKS OF AUTHORSHIP

    


    
      	
              Title

            	 	
              Date

            	 	
              Identifying
                Number or Brief Description

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    __X__ No
      inventions or improvements

     

    ____   
      Additional
      Sheets Attached

     

    


     

    Signature
      of Employee:
      /s/
      TRAVIS
      HILL                        


     

    Print
      Name of Employee:
      Travis
      Hill                                 


     

    Date:
      April
      3, 2006   

     


    
      
        DISCLIVE:
          Travis Hill Agreement

         

      

      
        A-1

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    TERMINATION
      CERTIFICATION

     

    I
      hereby
      certify that I do not have in my possession, nor have I failed to return, any
      devices, records, data, notes, reports, proposals, lists, correspondence,
      specifications, drawings, blueprints, sketches, materials, equipment, other
      documents or property, or reproductions of any aforementioned items belonging
      to
      DiscLive, Inc. or its subsidiaries, affiliates, successors or assigns (together,
      the “Company”).

     

    I
      hereby
      certify that I have complied with all the terms of the Employment, Confidential
      Information and Invention Assignment Agreement signed by me, including, but
      not
      limited to, the reporting of any Inventions or Other Inventions (as such terms
      are defined therein).

     

    I
      hereby
      confirm my agreements and obligations contained in Section 2
      (Confidential
      Information), Section 4 (Conflicting Employment), Section 5
      (Solicitation
      of Employees), Section 6
      (Interference), Section 7
      (Covenant Not to Compete) and Section 8 (Returning Company Documents, etc.)
      of the Employment, Confidential Information and Invention Assignment Agreement
      signed by me.

     

    Date:
      _________________

     

    
      	 	 
	 	
              (Employee’s
                Signature)

            
	 	 
	 	 
	 	
              (Type/Print
                Employee’s Name)

            


    

     

    


    
      
         

      

      
        B-1