exhibit 10. 2 employment, confidentiality and non - solicitation agreement this employment, confidentiality and non - solicitation agreement dated as of july 1, 2014 is by and between fision holdings, inc., a minnesota corporation ( hereinafter " company " or " fision " ) and garry n. lowenthal ( " employee " ), whose social security number is xxx - xx - xxxx. whereas, fision desires to have the availability of employee's expertise in general and financial management and business leadership as an employee ; and whereas, employee desires to be employed by employer to provide such services ; and whereas, employer and employee have reached this agreement in good faith and in arm's length negotiations, separate and apart from any other agreements. now, therefore, in consideration of the foregoing recitals and of the mutual covenants set forth below, the parties hereto agree as follows : 1. duration of employment. effective july 1, 2014, employee is hired ( ratified ) by fision in the capacity of executive vice president and chief financial officer and shall remain employed until terminated as provided herein. employees first day of employment is august 1, 2010. 2. duties of employee. in accepting employment by fision, employee shall undertake and assume the responsibilities and duties as follows : a. employee to perform in the function of evp and cfo of fision on a full - time basis ; b. evp / cfo to report directly to the president & ceo of fision ; c. evp / cfo has the responsibility for all fision accounting, controllership, treasury, information technology ( internal for operations ), legal, budgeting & forecasting, tax and audit functions, external reporting and all other functions, as directed by the president or board of directors ; d. evp / cfo will oversee all financial operations including duties responsible for accounting operations, financial strategy, capital investments, fundraising activities, mergers & acquisitions, p & l and balance sheet responsibility, securities registrations and all other functions, as required by the president or board of directors ; e. evp / cfo acts in the capacity of a corporate officer of fision ; a. employee to perform in the function of evp and cfo of fision on a full - time basis ; b. evp / cfo to report directly to the president & ceo of fision ; c. evp / cfo has the