FOREIGNTV COM INC
EMPLOYMENT AGREEMENT WITH ELORIAN C. LANDERS
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 <TITLE>EMPLOYMENT AGREEMENT WITH ELORIAN C. LANDERS</TITLE>
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 <P ALIGN="right"><B>Exhibit 10.2 </B></P>
 <P ALIGN="right">&nbsp; </P>
 <P ALIGN=CENTER><B><U><FONT FACE="Courier">Employment Agreement</FONT>
   </U></B></P>
 <P><FONT FACE="Courier">This Agreement made as of the 15th day of
   July, 1999, by and between Elorian C. Landers (the &quot;<B>Executive
   </B>&quot;) and foreignTV.com, Inc., a Delaware corporation, (the
   &quot;<B>Company</B>&quot;) (hereinafter collectively: the &quot;
   Parties&quot;)</FONT></P>
 <P><FONT FACE="Courier"><B>WHEREAS</B>, the Company wishes to hire the
   Executive to work for it as its Vice President - Corporate
   Development, with duties and responsibilities as set forth in this
   Agreement below; and </FONT></P>
 <P><FONT FACE="Courier"><B>WHEREAS</B>, the Company and the Executive
   wish to set forth in writing the terms and conditions pursuant to
   which the Executive shall be employed by the Company.</FONT></P>
 <P><FONT FACE="Courier"><B>NOW, THEREFORE</B>, In consideration of the
   mutual representations, covenants, agreements and stipulations
   contained herein, the parties intending to be legally bound agree as
   follows:</FONT></P>
 <P><B><FONT FACE="Courier">1. Employment.</FONT></B></P>
 <P><FONT FACE="Courier">1.1. The Company hereby employs the Executive
   as its Vice President - Corporate Development, and the Executive
   hereby accepts and agrees to such hiring, engagement and employment,
   for the Term of the employment (as defined below) and all on the
   terms and conditions hereafter set forth.</FONT></P>
 <P><FONT FACE="Courier">1.2. The Executive shall have the duties and
   rights set forth and provided in this Agreement, and the Parties
   agree that all terms and conditions of Executive's employment with
   the Company shall be governed solely by this Agreement except where
   expressly stated otherwise.</FONT></P>
 <P><B><FONT FACE="Courier">2. Employment Term.</FONT></B></P>
 <P><FONT FACE="Courier">The Company hereby agrees to employ the
   Executive, and the Executive hereby agrees to such employment,
   subject to the terms and conditions set forth herein, for a term for
   five years, commencing on July 15, 1999 and continuing through
   December 31, 2004 (the &quot;<B>Term</B>&quot;), unless sooner
   terminated as herein set forth. </FONT></P>
 <P><B><FONT FACE="Courier">3. Position and Duties. </FONT></B></P>
 <P><FONT FACE="Courier">3.1. As Vice President - Corporate
   Development, the Executive shall also serve as an officer of any of
   the
 corporations or entities affiliated with the Company, as may be
   requested of him by the Board of Directors of the Company (the &quot;
   Board&quot;).</FONT></P>
 <P><FONT FACE="Courier">3.2. The Executive shall serve in the
   capacities of and perform the obligations and duties of the office
   of a Vice President, as set forth in the Certificate of
   Incorporation and By-Laws of the Company as amended from time to
   time. </FONT></P>
 <P><FONT FACE="Courier">3.3. Executive's employment hereunder shall be
   subject to the general supervision, orders, advice and direction of
   the Company, as determined by the Board. Executive shall perform
   such duties which are customarily performed by a person holding a
   similar position with other employers engaged in the same or similar
   business.</FONT></P>
 <P><FONT FACE="Courier">3.4. The Executive shall report and be
   directly responsible to the Board of Directors of the Company and
   shall also have such other powers and duties as may from time to
   time be prescribed by the Board.</FONT></P>
 <P><FONT FACE="Courier">3.5. The Executive shall devote his full
   working time and efforts to the business and affairs of the Company
   and its subsidiaries and affiliates. It is understood and agreed
   that the pursuit of personal investments and activities which are
   not violative of the non-competition provisions of this Agreement
   and which do not materially impair or detract from Employee's
   performance of his duties to the Company shall not be in
   contravention of this Section 3.5.</FONT></P>
 <P><FONT FACE="Courier">3.6. Subject to the terms of this Agreement,
   the Executive shall be responsible for the corporate development of
   the Company, including strategic planning and implementation of
   corporate development, the identifying, researching, negotiating and
   managing of strategic alliances and opportunities and the
   supervision of the developmental issues of the Company, including
   day-to-day review and administration of related areas of the
   Company's business and affairs, and generally do all things
   reasonably deemed necessary or desirable by the Board for the proper
   management, operation and administration of the Company's corporate
   development with requisite authority to carry out his duties.</FONT>
   </P>
 <P><FONT FACE="Courier">3.7. During the Term of his employment,
   Executive shall be furnished with office space and facilities in or
   about Houston, Texas, commensurate with his position and adequate
   for the performance of his duties; he shall be provided with the
   perquisites customarily associated with the position of a senior
   executive and Vice President - Corporate Development of a company.
   </FONT></P>
 <P><B><FONT FACE="Courier">4. Authority.</FONT></B></P>
 <P><FONT FACE="Courier">4.1. The Company authorizes the Executive, for
   the Company's account and on its behalf, to perform any act or do
   anything necessary or desirable in order to carry out the
   Executive's duties as set forth in this agreement and everything
   done by the Executive under the provisions of shall be done as agent
   of the Company, and all obligations or expenses incurred hereunder
   shall be at the expense of Company. </FONT></P>
 <P><FONT FACE="Courier">4.2. All obligations or expenses incurred
   hereunder shall be for the account of, on behalf of, and at the
   expense of the Company except as otherwise specifically provided for
   in this Agreement, <U>provided</U>, <U>however</U> that the Company
   shall not be obligated to reimburse the Executive for any expenses
   incurred in entering this Agreement or in payment for any legal,
   accounting, or other professional counsel, advice, or services
   sought or received by Executive in connection with the negotiation
   and consummation of this terms of this Agreement.</FONT></P>
 <P><B><FONT FACE="Courier">5. Best Efforts of the Executive.</FONT></B>
   </P>
 <P><FONT FACE="Courier">The Executive shall use his best efforts in
   performing his duties hereunder, and in furthering the interests of
   the Company and its business. The Executive shall render his
   services in a faithful, responsible and competent manner, all in
   accordance with the terms and conditions of this Agreement and the
   Company's policies and procedures.</FONT></P>
 <P><B><FONT FACE="Courier">6. Representations of the Executive.</FONT>
   </B></P>
 <P><FONT FACE="Courier">The Executive represents and warrants to the
   Company that:</FONT></P>
 <P><FONT FACE="Courier">6.1. He has the expertise, experience and
   capability to perform the duties assigned to him hereunder;</FONT>
   </P>
 <P><FONT FACE="Courier">6.2. He is not suffering from any physical or
   mental condition which may impair his capability to perform the
   duties assigned to him hereunder;</FONT></P>
 <P><FONT FACE="Courier">6.3. He is familiar and/or will familiarize
   himself with the Company's policies and procedures, will fully
   adhere to them during his employment hereunder, and will refrain
   from any act or communication that may reflect unfavorably upon the
   Company, its business or its affiliates; and </FONT></P>
 <P><FONT FACE="Courier">6.4. He has carefully read and understood this
   Agreement, and is entering into it of his own free will.</FONT></P>
 <P><B><FONT FACE="Courier">7. Representations of the Company.</FONT>
   </B></P>
 <P><FONT FACE="Courier">The Company represents and warrants that it is
   relying on the Executive's representations in entering into this
   Agreement, and that it is willing to employ the Executive subject to
   the terms and conditions of this Agreement and to perform its
   obligations hereunder.</FONT></P>
 <P><FONT FACE="Courier"><B>8. Liability and Insurance.</B> </FONT></P>
 <P><FONT FACE="Courier">8.1. The Executive shall not be liable to the
   Company for any loss or damage not caused by the Executive's own
   gross negligence or intentional failure to comply with his
   obligations hereunder. </FONT></P>
 <P><FONT FACE="Courier">8.2. The Company will indemnify the Executive
   against and hold the Executive harmless from (a) any liability,
   damages, costs and expenses (including reasonable attorneys' fees)
   sustained or incurred for injury to any person or property in, about
   and in connection with the Company's business, from any cause
   whatsoever, unless such injury shall be caused by the Executive's
   own (i)&#160;illegal or unlawful act of a nature involving moral
   turpitude, (ii) gross negligence, or (iii) repeated failure to
   comply with his obligations which remained uncured after notice by
   the Board, hereunder; and (b) any liability damages, penalties,
   costs and expenses, statutory or otherwise, for all acts properly
   performed by the Executive pursuant to the instruction of the Board;
   provided, in each of the foregoing instances, that the Executive
   promptly advises the Board of its receipt of information concerning
   any such injury and the amount of any such liability, damages,
   penalties, costs and expenses. The Company shall pay all expenses,
   including any and all attorney's fees, actually incurred by
   Executive in connection with the investigation of any such matter,
   the defense of any such action ,suit or proceeding and in connection
   with any appeal thereon, including the cost of any settlements. The
   indemnification under this Section 8.2 shall be deemed as adding to
   any other obligation of the Company to indemnify the Executive as an
   officer or director of the Company, to the maximum extent permitted
   by applicable law.</FONT></P>
 <P><FONT FACE="Courier">8.3. The Company shall carry sufficient
   liability insurance, workmen's compensation and will deliver, upon
   Executive's demand, a copy of such liability insurance to the
   Executive or a certificate evidencing the same.</FONT></P>
 <P><B><FONT FACE="Courier">9. Compensation.</FONT></B></P>
 <P><FONT FACE="Courier">9.1. <B><U>Base Salary</U></B>. </FONT></P>
 <P><FONT FACE="Courier">(a) During the Term of employment, the Company
   shall pay the Executive an annual base salary of $100,000, payable
   in substantially equal installments that shall be weekly, bi-weekly,
   semi-monthly or monthly, depending on the policy that the Company
   adopts for payment of base salary to its senior officers. </FONT></P>
 <P><FONT FACE="Courier">(b) The Executive's base salary will be
   subject to review at least once at the end of each calendar year,
   provided that upon each review the annual increase shall be no less
   than 10% of the Base for the immediately preceding year.</FONT></P>
 <P><FONT FACE="Courier">9.2. <B><U>Incentive Compensation</U></B>.
   </FONT></P>
 <P><FONT FACE="Courier">(a) The Company, if determined desirable and
   if conditions so allow, at the determination and discretion of the
   Board, grant the Executive a bonus based on Executive's
   achievements, it being acknowledged and agreed that the Company will
   be under no obligation to grant such a bonus.</FONT></P>
 <P><FONT FACE="Courier">(b) When the Company achieves a positive net
   operating income, as determined by independent auditors, in any
   fiscal year, the Executive shall be automatically entitled to a
   one-time bonus of $25,000.</FONT></P>
 <P><FONT FACE="Courier">9.3. <B><U>Withholding</U>.</B> The Company
   shall be entitled to withhold such amounts from compensation and
   other payments as are necessary to comply with federal, state and
   local withholding laws. </FONT></P>
 <P><FONT FACE="Courier">9.4. <B><U>Benefits</U>.</B> </FONT></P>
 <P><FONT FACE="Courier">(a) During the Term of employment hereunder,
   the Executive shall be entitled to participate in and receive all
   benefits under all of the benefit plans and arrangements of the
   Company currently or hereafter made available by the Company to its
   Executives, senior officers, or in lieu of any of such plans and
   arrangements of the Company, plans and arrangements agreed to by the
   Board and the Executive. </FONT></P>
 <P><FONT FACE="Courier">Nothing provided for in this Section 9.4 (a),
   shall be interpreted to limit or in any way affect to the Company's
   right to amend or terminate any of its benefit plans and
   arrangements with respect to its senior officers, or other
   employees, whether or not the Executive is then participating in
   such plan or arrangement.</FONT></P>
 <P><FONT FACE="Courier">(b) If employee is insurable at regular rates
   the Company shall purchase a disability insurance policy providing
   for a net after tax income substantially equivalent to what
   Executive's net after tax income would be on his base salary, such
   payments to begin after Executive is disabled for 60 days. If
   Executive is insurable at rates in excess of &quot;regular rates
   &quot;, if Executive pays such excess, Company will pay the balance
   of the premium.</FONT></P>
 <P><FONT FACE="Courier">9.5. <B><U>Vacations</U>.</B> The Executive
   shall be entitled to five (5) weeks, or twenty five (25) business
   days, paid vacation in each calendar year. </FONT></P>
 <P><B><FONT FACE="Courier">10. Sick Leave; Personal Days.</FONT></B>
   </P>
 <P><FONT FACE="Courier">In case of illness, the Executive shall be
   entitled to up to fourteen (14) days of sick leave per year and up
   to seven (7) personal per year. During authorized sick leave, the
   Executive's salary and other benefits shall continue to be paid or
   accrued. Unused sick days may be carried over from year to year but
   are not reimbursable upon the termination of this Agreement.</FONT>
   </P>
 <P><B><FONT FACE="Courier">11. Medical Insurance.</FONT></B></P>
 <P><FONT FACE="Courier">The Executive, his spouse and children under
   18 living with him, shall be covered by the Company's group medical
   insurance policy, dental and long term disability insurance, at no
   cost to the Executive, throughout the Term of his employment.</FONT>
   </P>
 <P><B><FONT FACE="Courier">12. Expenses.</FONT></B></P>
 <P><FONT FACE="Courier">The Executive shall receive reimbursement on a
   monthly basis for reasonable business expenses incurred by him in
   connection with the performance of his duties hereunder. Executive
   shall provide the Company with proper documentation for each
   expense. If the Company reimburses the Executive for expenses later
   determined to be non-deductible for federal income tax purposes, all
   such amounts shall be treated as additional compensation to him.
   </FONT></P>
 <P><B><FONT FACE="Courier">13. Payment of Taxes</FONT></B></P>
 <P><FONT FACE="Courier">13.1. To the extent required by prevailing
   law, the Company shall deduct from the salary payable to the
   Executive under this Agreement all social security, federal, state
   and local taxes and charges as may now be in effect or which may
   hereafter be enacted or required by applicable law as charges on the
   compensation of the Executive. </FONT></P>
 <P><FONT FACE="Courier">13.2. To the extent required by prevailing
   law, the Company shall pay such social security, disability,
   unemployment and workmen's compensation charges imposed upon the
   Company by virtue of its employment of the Executive.</FONT></P>
 <P><FONT FACE="Courier">13.3. The Executive shall notify the Company
   of any change in his place of residence or status which may affect
   his tax liability.</FONT></P>
 <P><FONT FACE="Courier"><B>14. Termination.</B> The Executive's
   employment (herein the &quot;Employment&quot;) hereunder shall
   terminate only at the expiration of the Term, or prior thereto upon
   the occurrence of one of the following:</FONT></P>
 <P><FONT FACE="Courier">14.1. <B><U>Death</U>.</B> The Executive's
   employment hereunder shall terminate upon his death (&quot;Death
   &quot;).</FONT></P>
 <P><FONT FACE="Courier">14.2. <B><U>Disability</U>.</B> </FONT></P>
 <P><FONT FACE="Courier">(a) The Company may terminate the Employment
   hereunder if he becomes physically or mentally incapacitated and by
   reason thereof becomes unable to perform his duties hereunder for a
   period of 60 or more days during any period of twelve consecutive
   months; and </FONT></P>
 <P><FONT FACE="Courier">(b) The Executive may terminate his employment
   hereunder if, in the judgment of a physician selected by him and in
   the concurrent judgment of a physician of the Company's selection,
   the Executive's health has become impaired to an extent that makes
   the continued performance of his duties hereunder hazardous to his
   physical or mental health or his life (such reason for termination
   by the Company or by the Executive is hereinbelow referred to as
   &quot;Disability&quot;).</FONT></P>
 <P><FONT FACE="Courier">The Company may waive its right to seek
   concurrent judgment of a physician of its selection. If the Company
   exercises said right, and if the respective judgments of the
   physician selected by the Executive and the physician selected by
   the Company do not concur, the judgment of a third physician to be
   chosen by the Executive and the Company's physicians shall be
   controlling.</FONT></P>
 <P><FONT FACE="Courier">14.3. <B><U>Cause</U>.</B> The Company may
   terminate the Employment hereunder for cause (herein &quot;Cause
   &quot;). The Company will have Cause to terminate the Employment
   hereunder upon: </FONT></P>
 <P><FONT FACE="Courier">(a) any willful or intentional and gross act
   or conduct by the Executive having the effect of materially injuring
   the
 Company or its affiliates; </FONT></P>
 <P><FONT FACE="Courier">(b) the Executive's conviction of a crime
   (including conviction pursuant to a plea of nolo contendere)
   involving, in the judgment of the Board fraud, dishonesty or moral
   turpitude; or </FONT></P>
 <P><FONT FACE="Courier">(c) any material, recurring and ongoing
   defaults, material nonperformance or material violations by the
   Executive of the material terms of this Agreement, which, despite
   specific written notice by the Board, remain uncured after an
   unreasonable period of time, which such period shall be no less than
   sixty (60) days.</FONT></P>
 <P><FONT FACE="Courier">14.4. <B><U>On Company's Notice</U>.</B> The
   Company may terminate the Employment with no reason or cause
   whatsoever (herein termination &quot;On the Company's Notice&quot;).
   </FONT></P>
 <P><FONT FACE="Courier">14.5. <B><U>By Executive Without Reason</U>.
   </B> The Executive may terminate the Employment (herein termination
   &quot;On the Executive's Notice&quot;).</FONT></P>
 <P><FONT FACE="Courier">14.6. <B><U>By Executive With Reason</U>.</B>
   The Executive may terminate the Employment at any time for &quot;
   good reason&quot; (herein termination &quot;By Executive With Reason
   &quot;), upon one or more of the following: </FONT></P>
 <P><FONT FACE="Courier">(a) The failure to elect or appoint, or
   re-elect or re-appoint the Executive to, or removal or improperly
   attempted removal of Executive from, his position as Vice President
   - Corporate Development of the Company, except in connection with
   the proper termination of Executive's employment by reason of Cause,
   Death or Disability as provided herein;</FONT></P>
 <P><FONT FACE="Courier">(b) A reduction in Executive's overall
   compensation other than his discretionary bonus under Section
   9.3(a), or an adverse change in the nature or scope of the
   authorities, powers, functions or duties normally attached to
   Executive's position with the Company;</FONT></P>
 <P><FONT FACE="Courier">(c) The Company's failure or refusal to
   perform any obligations required to be performed in accordance with
   this Agreement after reasonable notice an opportunity to cure same;
   and</FONT></P>
 <P><FONT FACE="Courier">(d) A change in control of the company occurs.
   As used in this Section 14(d), a &quot;Change in Control&quot; shall
   be deemed to have occurred upon the passage of (i) ten (10) days
   following a public announcement that a person or group of affiliated
   or associated persons have acquired, or obtained the right to
   acquire, beneficial ownership of fifteen (15%) percent of the
   outstanding Common Stock of the Company (the &quot;Shares&quot;); or
   (ii) ten (10) days following the commencement of, or announcement of
   an intention to make a tender offer or exchange offer, the
   consummation of which would result in the beneficial ownership by a
   person or group of affiliated or associated persons of fifteen (15%)
 percent of such outstanding Shares; (iii) ten (10) days after a person
   or group of affiliated or associated persons has (x) become the
   owner of at least ten (10%) percent of the Shares or has filed a
   Schedule 13D or 13G with the Securities and Exchange Commission and
   (y) whose ownership interest is deemed by the Board to cause a
   material adverse impact on the business or the prospects of the
   Company; or (iv) a change in the composition of a majority of the
   Board </FONT></P>
 <P><FONT FACE="Courier">14.7. <B><U>Notice and Date of Termination</U>.
   </B> Any termination pursuant to Sections 14.1 through 14.6, herein
   shall be communicated by written notice of termination to the other
   party (herein referred to as the &quot;Notice of Termination&quot;).
   The date of termination of the Employment hereunder (herein the
   &quot;Date of Termination&quot;) shall be: </FONT></P>
 <P><FONT FACE="Courier">(a) the date of the Executive's death, if his
   Employment is terminated for Death; or</FONT></P>
 <P><FONT FACE="Courier">(b) the date on which a Notice of Termination
   is given or made effective, if the Employment is terminated by the
   Company for Disability, Cause or On Notice, respectively; or</FONT>
   </P>
 <P><FONT FACE="Courier">(c) the date on which a Notice of Termination
   is given or made effective, if the Employment is terminated by the
   Executive on Executive's Notice or by the Executive With Reason.
   </FONT></P>
 <P><B><FONT FACE="Courier">15. Compensation and Effects Following
   Termination.</FONT></B></P>
 <P><FONT FACE="Courier">15.1. If the Employment is terminated For
   Death, Disability, On the Company's Notice, or by the Executive With
   Reason, the Executive, or his successors or dependents (collectively
   in this Section: the &quot;Executive&quot;) shall be entitled to the
   following compensation:</FONT></P>
 <P><FONT FACE="Courier">(a) All unpaid amounts due on account of
   Executive's base salary and all benefits and bonuses until the date
   of Termination; </FONT></P>
 <P><FONT FACE="Courier">(b) The base salary and all benefits and
   bonuses hereunder at the rate prevailing at the time of Termination
   for the remainder of the first year of the Term, if the Termination
   is effective prior to twelve (12) months
 following the date hereof, and thereafter for a period of one (1) year;
   </FONT></P>
 <P><FONT FACE="Courier">(c) A severance payment in a lump sum
   equivalent to the base salary and bonuses equivalent to one (1) year
   for each year of prior employment with the Company (whether during
   the initial Term of employment or thereafter), plus a pro-rated
   amount for each portion of a year of prior employment with the
   Company; </FONT></P>
 <P><FONT FACE="Courier">(d) Any options granted to Executive which
   have not, by the term thereof vested, shall be deemed to have vested
   at the termination, and shall thereafter be exercisable for the
   maximum period of time allowed for exercise thereof under the terms
   of the option(s); and </FONT></P>
 <P><FONT FACE="Courier">(e) The Company's (and Executive's and his
   dependents') participation in any and all medical, dental and
   disability insurance plans shall be continued, or equivalent
   benefits provided to him or them by the Company at no cost to him or
   them, for a period of two (2) years from the date of Termination.
   </FONT></P>
 <P><FONT FACE="Courier">15.2. If the Employment is terminated at the
   expiration of the Term of employment or by the Executive On the
   Executive's Notice, the Executive shall be entitled as follows:
   </FONT></P>
 <P><FONT FACE="Courier">(a) All unpaid amounts due on account of
   Executive's base salary and all benefits and bonuses until the date
   of Termination; </FONT></P>
 <P><FONT FACE="Courier">(b) A severance payment in a lump sum
   equivalent to the base salary and Bonuses equivalent to one half
   (1/2) year for each year of prior employment with the Company
   (whether during the initial Term of employment or thereafter), plus
   a pro-rated amount for each portion of a year of prior employment
   with the Company; </FONT></P>
 <P><FONT FACE="Courier">(c) Any options granted to Executive which
   have not, by the term thereof vested, shall be deemed to have vested
   at the termination, and shall thereafter be exercisable for the
   maximum period of time allowed for exercise thereof under the terms
   of the option(s); and </FONT></P>
 <P><FONT FACE="Courier">(d) The Company's (and Executive's and his
   dependents') participation in any and all medical, dental and
   disability insurance plans shall be continued, or equivalent
   benefits provided to him or them by the Company at no cost to him or
   them, for a period of one (1) year from the date of
 Termination.</FONT></P>
 <P><FONT FACE="Courier">15.3. If the Employment is terminated by the
   Company for Cause, the Executive shall be entitled as follows:</FONT>
   </P>
 <P><FONT FACE="Courier">(a) All unpaid amounts due on account of
   Executive's base salary and all benefits and bonuses until the date
   of Termination; </FONT></P>
 <P><FONT FACE="Courier">(b) to the extent medical insurance or other
   benefits are required by law to be extended or offered for a longer
   period, the Company shall comply with such requirements; and</FONT>
   </P>
 <P><FONT FACE="Courier">(c) Any options granted to Executive which
   have vested, shall thereafter be exercisable for the minimum period
   of time allowed for exercise thereof under the terms of the
   option(s). Any options granted to Executive which have not yet
   vested, at the date of Termination, shall expire upon Termination.
   </FONT></P>
 <P><FONT FACE="Courier">15.4. Any extension of benefits following the
   termination of employment provided for herein shall be deemed to be
   in addition to and not in lieu of, any period for benefits
   continuation provided for by law at the Company's or Executive's
   expense.</FONT></P>
 <P><B><FONT FACE="Courier">16. Non-Competition.</FONT></B></P>
 <P><FONT FACE="Courier">16.1. During the period of the Employment
   hereunder and during the applicable post-termination non-competition
   period as specified in Section 16.2, herein, the Executive shall not
   own any interest, or provide any financing for, or perform any
   service for, any business organization which directly or indirectly
   engages in competition with the Company within the principal
   geographic areas where the Company is or has during the term of this
   Agreement developed substantial plans to commence doing business
   (herein the &quot;Territory&quot;); or, as a sole proprietor,
   director, officer, shareholder, employee, manager, consultant,
   independent contractor, advisor or otherwise, engage directly or
   indirectly in competition in the Territory with, any business
   conducted by the Company or by its respective affiliates or any
   business which the Company or any of its respective affiliates had
   developed substantial plans to enter into during the employment with
   the Company pursuant to this Agreement or prior hereto. Any business
   organization whose principal business is conducted on or through the
   Internet and involves streaming video or similar medium, shall be
   deemed as competing with the Company in the Territory; provided,
   however, that the non-competition provisions of this Section shall
   not apply (a) to paid or voluntary work for nonprofit Internet
   projects, provided they do not directly compete with foreignTV.com;
   (b) paid or voluntary work for a local community-based Internet
   venture (e.g. northsalem.com community news and information Web
   site); and (c) freelance writing and interviewing. </FONT></P>
 <P><FONT FACE="Courier">16.2. Post-termination non-competition period.
   </FONT></P>
 <P><FONT FACE="Courier">(a) In the case of Termination of the
   employment for Cause or by the Executive on Notice, the applicable
   post-termination non-competition period shall be the period ending
   two (2) years following the Termination of the employment hereunder.
   </FONT></P>
 <P><FONT FACE="Courier">(b) In the case of Termination of the
   employment for Disability, the applicable post-termination
   non-competition period shall be the period ending one (1) year
   following the Termination of the employment hereunder. ) </FONT></P>
 <P><FONT FACE="Courier">(c) In the case of Termination of the
   employment on the Company's Notice or by the Executive for Reason,
   there shall be no applicable post-termination non-competition period
   hereunder. </FONT></P>
 <P><FONT FACE="Courier">16.3. If a court of competent jurisdiction
   shall determine
 that the any of provisions of Section 16.2 transcend or contravene the
   provisions of applicable law, <U>ipso facto</U> this section shall
   be deemed revised to comply with applicable law and shall be
   construed in such a manner as to render this Section as so revised
   enforceable under such law.</FONT></P>
 <P><B><FONT FACE="Courier">17. Nondisclosure of Confidential
   Information. </FONT></B></P>
 <P><FONT FACE="Courier">17.1. The Executive shall not, except as
   authorized or required by the Company, in any manner, directly or
   indirectly, reveal, divulge, disclose or otherwise communicate or
   make available to any person, firm, corporation or entity any
   information concerning any matters affecting or relating to the
   Company, its affiliates and/or any customers of the Company, their
   business, affairs, manner of operation, plans or policies, the
   prices they charge or any other information, except such information
   that is already in the public domain due to no fault of the
   Executive.</FONT></P>
 <P><FONT FACE="Courier">17.2. The provisions of this Section shall
   survive the term of this Agreement.</FONT></P>
 <P><B><FONT FACE="Courier">18. Noninterference. </FONT></B></P>
 <P><FONT FACE="Courier">During and after the Term of this Agreement,
   the Employee shall not in any manner, directly or indirectly, affect
   to the detriment of the Company or any of its affiliates any
   relationship of the Company, or any of its affiliates, or any of
   their respective officers, employees and agents with any customer,
   supplier or employee the Company or any affiliate, or cause any
   customer or supplier to refrain from doing business with the Company
   or any affiliate thereof. Nothing in this Section 18 shall be deemed
   to prevent Employee from competing with the Company after the
   expiration of the applicable post-termination non-competition
   period, even if such competition may have the effect of
   detrimentally affecting the business of the Company.</FONT></P>
 <P><B><FONT FACE="Courier">19. Specific Enforcement. </FONT></B></P>
 <P><FONT FACE="Courier">The Executive acknowledges and agrees that the
   Company would be irreparably harmed and could not be made whole by
   monetary damages in the event any of the terms and provisions of
   this Agreement were not performed by him in accordance with its
   terms. Accordingly, the Executive agrees that, in addition to any
   other remedy to which the Company may be entitled, the Company shall
   be entitled to an injunction or injunctions to prevent breaches of,
   and to obtain specific performance of, any or all of the terms and
 provisions hereof and shall be entitled to other equitable relief.
   </FONT></P>
 <P><B><FONT FACE="Courier">20. Severability.</FONT></B></P>
 <P><FONT FACE="Courier">If any term, provision, covenant or
   restriction of this Agreement is held by a court of competent
   jurisdiction to be invalid, void or unenforceable, the remainder of
   the terms, provisions, covenants and restrictions will remain in
   full force and effect and will in no way be affected, impaired or
   invalidated. It is hereby stipulated and declared to be the
   intention of the parties that they would have executed such
   remaining terms, provisions, covenants and restrictions without
   including any of such as may be hereafter declared invalid, void or
   unenforceable.</FONT></P>
 <P><B><FONT FACE="Courier">21. Entire Agreement and Amendment.</FONT>
   </B></P>
 <P><FONT FACE="Courier">This Agreement contains the entire
   understanding of the parties with respect to its subject matter.
   There are no restrictions, agreements, promises, representations,
   warranties, covenants or undertakings other than those expressly set
   forth herein. This Agreement supersedes all prior agreements and
   understandings between the parties with respect to its subject
   matter. This Agreement may not be amended, modified or supplemented
   except upon the execution and delivery of a written agreement
   executed by the parties hereto.</FONT></P>
 <P><B><FONT FACE="Courier">22. Assignment.</FONT></B></P>
 <P><FONT FACE="Courier">This Agreement shall not be assignable by any
   party hereto, except that it shall be assignable by the Company to
   any companies that are or may become affiliated to it but no such
   assignment shall release to the assigning party from its financial
   obligations hereunder. This Agreement shall be binding upon and
   inure to the benefit of and be enforceable by the heirs, personal
   representatives, successors and permitted assigns of the parties
   hereto.</FONT></P>
 <P><B><FONT FACE="Courier">23. Waiver of Compliance.</FONT></B></P>
 <P><FONT FACE="Courier">Any failure of one of the parties hereto to
   comply with any obligation, covenant, agreement or condition herein
   may be waived by the other party only by a written instrument signed
   by the party granting such waiver, but such waiver or failure to
   insist upon strict compliance with such obligation, covenant,
   agreement or condition shall not operate as a waiver of, or estoppel
   with respect to, any subsequent or other failure.</FONT></P>
 <P><B><FONT FACE="Courier">24. Descriptive Headings.</FONT></B></P>
 <P><FONT FACE="Courier">Descriptive headings are for convenience only
   and shall not control or affect the meaning or construction of any
   provision of the Agreement. </FONT></P>
 <P><B><FONT FACE="Courier">25. Affiliate.</FONT></B></P>
 <P><FONT FACE="Courier">As used in this Agreement, the term &quot;
   affiliate&quot; means a person or entity controlled by, controlling,
   or under common control with the Company. </FONT></P>
 <P><B><FONT FACE="Courier">26. Counterparts.</FONT></B></P>
 <P><FONT FACE="Courier">For the convenience of the parties, any number
   of counterparts of this Agreement may be executed by one or more
   parties hereto and each such executed counterpart shall be, and
   shall be deemed to be, an original instrument.</FONT></P>
 <P><B><FONT FACE="Courier">27. Notices.</FONT></B></P>
 <P><FONT FACE="Courier">All notices and other communications hereunder
   shall be in writing and shall be deemed given if delivered
   personally, dispatched by way of recognized courier service, such as
   Federal Express, by facsimile transmission (with a confirmation copy
   mailed), or mailed (registered or certified mail, postage prepaid,
   return receipt requested) to the respective parties at the following
   addresses:</FONT></P>
 <TABLE WIDTH="75%" BORDER="0">
  <TR>
   <TD WIDTH="22%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD COLSPAN="2"> <DIV ALIGN="left"><FONT FACE="Courier">To the
     Executive: </FONT></DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="22%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD COLSPAN="2"> <DIV ALIGN="right"></DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="22%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD COLSPAN="2"> <DIV ALIGN="left"><FONT FACE="Courier">Elorian C.
     Landers </FONT> </DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">30 Farrell Ridge</FONT> </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">Sugar Land, TX 77479</FONT></TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD WIDTH="18%"><FONT FACE="Courier">Telephone: </FONT></TD>
   <TD WIDTH="60%"><FONT FACE="Courier">(713) 596-9313/(281) 265-7830
     </FONT> <FONT FACE="Courier"> </FONT></TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD WIDTH="18%"><FONT FACE="Courier">Facsimile:</FONT></TD>
   <TD WIDTH="60%"><FONT FACE="Courier">(713) 771-7536</FONT> </TD>
  </TR>
  <TR>
   <TD WIDTH="22%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD COLSPAN="2"> <DIV ALIGN="right"></DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="22%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD COLSPAN="2"> <DIV ALIGN="left"><FONT FACE="Courier">To the
     Company:</FONT></DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">foreignTV.com, Inc.</FONT> </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">120 Fifth Avenue, Seventh Floor
     </FONT></TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">New York, N.Y. 10011</FONT>
     </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">Attention: Mr. Jonathan Braun
     </FONT> </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">with a copy to:</FONT></TD>
  </TR>
 </TABLE>
 <P> </P>
 <TABLE WIDTH="75%" BORDER="0">
  <TR>
   <TD WIDTH="22%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD COLSPAN="2"> <DIV ALIGN="right"></DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="22%"> <DIV ALIGN="right"></DIV>
   </TD>
   <TD COLSPAN="2"> <DIV ALIGN="left"><FONT FACE="Courier">Marc D.
     Leve, Esq. </FONT> </DIV>
   </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">264 Lexington Ste. 2A</FONT>
     </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD COLSPAN="2"><FONT FACE="Courier">New York, New York, 10016</FONT>
     </TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD WIDTH="18%"><FONT FACE="Courier">Telephone: </FONT></TD>
   <TD WIDTH="60%"><FONT FACE="Courier">(212) 481-7240</FONT> <FONT
     FACE="Courier"> </FONT></TD>
  </TR>
  <TR>
   <TD WIDTH="22%">&nbsp;</TD>
   <TD WIDTH="18%"><FONT FACE="Courier">Facsimile:</FONT></TD>
   <TD WIDTH="60%"><FONT FACE="Courier">(212) 481-7413</FONT> </TD>
  </TR>
 </TABLE>
 <P>&nbsp;</P>
 <UL></UL>
 <P><FONT FACE="Courier">or to such other address as any party hereto
   may, from time to time, designate in a written notice given in a
   like manner.</FONT></P>
 <P><B><FONT FACE="Courier">28. Law Governing.</FONT></B></P>
 <P><FONT FACE="Courier">This Agreement shall be governed by and
   construed and enforced in accordance with the laws of the State of
   New York applicable to contracts made and to be performed wholly
   within such State, without reference to any rules of conflicts of
   laws.</FONT></P>
 <P><B><FONT FACE="Courier">29. Arbitration.</FONT></B></P>
 <P><FONT FACE="Courier">All disputes, controversies or claims with
   respect to any of the terms or conditions of, or the performance of
   the parties under, or termination of, this Employment Agreement
   which cannot be settled amicably by the parties, whether or not such
   disputes, controversy(ies) or claim(s) are arbitrable under
   applicable law, shall be finally settled by arbitration in
   accordance with the Employment Commercial Arbitration Rules of the
   American Arbitration Association in New York City. The arbitration
   proceedings shall be conducted in New York City in the English
   Language before one (1) arbitrator. The award of the arbitrator
   shall be final and binding upon the parties and judgment upon such
   award may be entered in any court having jurisdiction or application
   may be made to such a court for a judicial acceptance of such award
   and judgment or order of enforcement, as the case may be. </FONT></P>
 <P><B><FONT FACE="Courier">IN WITNESS THEREOF THE PARTIES have
   executed this Agreement as of the date first herein written.</FONT>
   </B></P>
 <TABLE WIDTH="80%" BORDER="0">
  <TR>
   <TD HEIGHT="24" WIDTH="63%"><FONT FACE="Courier">THE COMPANY:</FONT>
     </TD>
   <TD HEIGHT="24" WIDTH="37%"><FONT FACE="Courier">THE EXECUTIVE</FONT>
     </TD>
  </TR>
  <TR>
   <TD WIDTH="63%">&nbsp;</TD>
   <TD WIDTH="37%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="63%"><FONT FACE="Courier">foreignTV.com, Inc.</FONT></TD>
   <TD WIDTH="37%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="63%">&nbsp;</TD>
   <TD WIDTH="37%">&nbsp;</TD>
  </TR>
  <TR>
   <TD WIDTH="63%"><FONT FACE="Courier">By: ______________________
     </FONT></TD>
   <TD WIDTH="37%"><FONT FACE="Courier">___________________</FONT></TD>
  </TR>
  <TR>
   <TD WIDTH="63%"><FONT FACE="Courier">Name: Marc D. Leve, V.P. Legal
     </FONT></TD>
   <TD WIDTH="37%"><FONT FACE="Courier">Elorian C. Landers</FONT></TD>
  </TR>
  <TR>
   <TD WIDTH="63%"><FONT FACE="Courier">Title:</FONT></TD>
   <TD WIDTH="37%">&nbsp;</TD>
  </TR>
 </TABLE>
 <P>&nbsp;</P>
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