This KEY EMPLOYEE AGREEMENT (hereinafter referred to as the ("Agreement") is made and entered into as of the 11th day of February, 2004, by and between, Inc., a California corporation (hereinafter referred to as the "Company") and JAMES AVIANI (hereinafter referred to as "Executive").

        WHEREAS, Company is a provider of Internet-based advertising products and services;

        WHEREAS, Executive possesses unique business skills, knowledge and technical experience which are valuable to the business prospects of Company;

        WHEREAS, in light of the foregoing, Company desires to employ Executive as Chief Technology Officer (CTO), and Executive desires to accept such employment;

        NOW, THEREFORE, in consideration of the mutual promises contained herein, Company and Executive agree as follows:

        1.     DUTIES. Company hereby employs Executive to serve as CTO, reporting to the CEO with such duties that may be defined from time to time by the Board and/or CEO. To the fullest extent permitted by California law, Company shall indemnify and defend Executive from all costs, expenses and losses whether direct or indirect, including consequential damages and attorney's fees, incurred or sustained by Executive in consequence with the fulfillment of his duties on Company's behalf.

        2.     TERM OF EMPLOYMENT. Company hereby agrees to employ Executive and Executive hereby agrees to accept employment with Company upon the terms and conditions set forth herein, commencing on March 15th, 2004 and shall continue unless and until terminated by Company or by Executive pursuant to Section 11 below.

        3.     SALARY. Executive shall be entitled to receive from Company a starting annual base salary of $200,000. Salary is calculated from the date of Executive's commencement of employment, pursuant to Section 2 above. The base salary shall be paid Executive in 24 equal bi-monthly installments per year and shall be reviewed and may be increased by the Board annually or at such earlier time or times as it determines; provided that the Board shall have no obligation to increase the base salary at the end of any year, in any particular amount or at any time other than the end of a year; and provided further that Company may reduce Executive's base salary with Executive's prior consent.

        4.     BONUS. Executive shall be entitled to participate in such bonus plans as the Board shall determine. Bonus will be calculated based on achievement of reasonable business goals for revenue and profitability as defined by the CEO and/or Board. Annual bonus, if any, is to be paid within 90 days following year-end.

        5.     STOCK OPTIONS. In addition to Executive's salary described in Section 3, above, Executive shall receive a tandem right grant of 20,000 Ownership Equivalents (OEs) convertible to Incentive Stock Options (ISOs) as to 20,000 shares of Company Common Stock.

        6.     EXTENT OF SERVICES. So long as he serves as CTO, Executive shall devote his full time, attention and energies to the business of Company and, without the CEO's or Board's prior written consent, shall not during such time be engaged (whether or not during normal business hours) in any other business or professional activity, whether or not such activity is pursued for gain, profit or other pecuniary advantage, but this shall not be construed as preventing Executive from (a) investing personal assets in businesses which do not compete with Company in such form or manner as will not require any substantial services on the part of Executive and in which Executive's participation is principally that of an investor; (b) purchasing securities in any corporation whose securities are regularly traded, provided that such purchase shall not result in Executive's owning beneficially at any time five percent (5%) or more of the equity securities of a corporation or other entity engaged in a business competitive to that of Company; and (c) participating in conferences, preparing or publishing papers or books or teaching, so long as the Board and/or the CEO approves of such activities prior to Executive engaging in them.

        7.     VACATIONS AND LEAVE. Executive shall be entitled to vacation and other leave in accordance with normal Company policy applicable to management employees, which is four (4) weeks annual combined vacation and personal leave. Vacations shall be taken at such times Executive and the Board and/or the CEO shall mutually agree.

        8.     EXPENSE REIMBURSEMENT. Upon presentation of supporting documentation and consistent with Company policy, Company will reimburse Executive for any reasonable and necessary business expenses incurred by Executive in connection with the business of Company.

        9.     OTHER BENEFITS. In addition to the benefits specifically described herein, during the term of this Agreement, Executive shall be entitled to receive, on an equivalent basis, all other benefits of employment generally made available to other members of Company's management, including, without limitation, benefits as a result of any present or future medical insurance, disability insurance, life insurance, retirement or pension plans (including participation in any such benefits by Executive's dependents).

        10.   TAXES. Company may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

        11.   TERMINATION OF EMPLOYMENT. This Agreement and Executive's employment as CTO may be terminated by either party, for any reason or no reason and with or without cause, immediately upon fifteen (15) days written notice given to the other party.

        12.   SUCCESSORS TO COMPANY. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of Company and any successors of Company, or any corporation which acquires directly or indirectly all of the assets of Company, whether by merger, consolidation, sale or otherwise, and shall not be otherwise assignable by Company. This Agreement is not assignable by Executive.

        13.   CHANGE IN RESPONSIBILITY. Should Executive's position as CTO be changed by Company or successors to Company for any reason other than cause, and without written acceptance of

such change by Executive, pursuant to Section 11 above, Executive shall be entitled to twelve (12) months compensation, stock options and health and welfare benefits Executive would have been eligible for during a period equivalent to twelve (12) months of employment.

        14.   NOTICE. Any notice to be given under the terms of this Agreement shall be given as follows: Notice to Company shall be addressed to its CEO at Company's principal office; notices to Executive shall be addressed to Executive's home as last shown on the records of Company or given by personal delivery. Notice of a change of address under this Section shall have been duly given when personally delivered or three (3) days after being enclosed in a properly sealed envelope addressed as aforesaid, and deposited (postage paid) with the United States Postal Service.

        15.   WAIVER. Neither party's failure to enforce any provision of this Agreement shall be deemed or in any way construed as a waiver of any such provision, nor prevent that party from thereafter enforcing each and every provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available under the circumstances.

        16.   GOVERNING LAW. This Agreement shall be interpreted under the laws of the State of California, without regard to or application of choice of law rules or principles.

        17.   ARBITRATION. In the event any claim or controversy arises under or concerning any provision of this Agreement or in connection with Executive's employment with Company, Company and Executive hereby agree that such claim or controversy shall be settled by final, binding arbitration in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, provided, however, that the arbitrator shall be chosen as follows: if Company and Executive are unable to agree upon an arbitrator within five (5) days of a request for arbitration, the parties shall request a panel of five (5) labor and employment arbitrators from the American Arbitration Association and shall alternatively strike names until a single arbitrator remains. Arbitration shall occur, if practicable, in Santa Barbara County, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Depositions may be taken and other discovery may be obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings, subject to any limitations placed on discovery by the arbitrator. The parties shall share equally in the costs of conducting the arbitration and shall each pay their expenses, but the prevailing party shall be entitled to recover its reasonable attorneys' fees. Notwithstanding the foregoing, nothing herein shall preclude or limit Company from seeking injunctive relief from a court of competent jurisdiction. Executive acknowledges and agrees that, by agreeing to this provision, he is agreeing to arbitrate any claim relating to his employment, whether or not it arises under the terms of this Agreement, that may arise under federal and state laws including, but not limited to, claims arising under Title VII, the Age Discrimination in Employment Act, the Americans with Disabilities Act and the Fair Employment and Housing Act. EXECUTIVE FURTHER UNDERSTANDS THAT BY AGREEING TO ARBITRATE EMPLOYMENT CLAIMS HE IS WAIVING HIS RIGHT TO BRING AN ACTION AGAINST COMPANY IN A COURT OF LAW, EITHER STATE OR FEDERAL, AND IS WAIVING HIS RIGHT TO HAVE HIS CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

        18.   ENTIRE AGREEMENT. This Agreement, any stock option and ownership equivalency agreements, the CTO job description, the 90-day goals, and the Employee and Contractor Confidentiality Non-Disclosure Agreement signed by Executive contain the entire agreement of the parties and supersede and replace any other Agreement. Except as provided herein, this Agreement may be modified only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Only Company's Board has the authority to make such modifications of this Agreement on behalf of Company.

        IN WITNESS WHEREOF, the parties have duly executed this Key Employee Agreement as of the day and year first above written.


/s/  DAVID GROSS      
Dave Gross, CEO


/s/  JAMES AVIANI      
James Aviani

Source: OneCLE Business Contracts.