Common use of Compensation of Executive Clause in Contracts

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Thousand Pounds Sterling (110,000)(the "Base Salary"), payable in accordance with the Company policy. Such salary shall be pro rated for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time to time as determined by the Board. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the Board. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive shall cooperate with the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on Executive. 3.7 Executive shall be granted stock options for 250,000 shares of the common stock of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to the Company’s 2001 Employee Stock Option Plan and shall vest and be exercisable based on the customary provisions of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable).

Compensation of Executive. 3.1 (a) The Company Corporation shall pay the Executive a base salary as compensation for his services hereunder, in equal monthly, semi-monthly or bi-weekly installments during the Term, the sum of One Hundred Ten Thousand Pounds Sterling $120,000.00 (110,000)(the "one-hundred, twenty thousand) per annum (the “Base Salary"”), payable in accordance with the Company policy. Such salary less such deductions as shall be pro rated for any partial year required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and shall increase such Base Salary at its discretion. The Corporation has no right to decrease the Base Salary. (b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to such bonus compensation (in cash, capital stock or other property) as the Corporation’s compensation committee may determine or if the Corporation does not have a compensation committee, as a majority of employment on the basis members of a 365-day fiscal year. Executive will be eligible for bonuses the Board of Directors of the Corporation may determine from time to time as determined by the Boardat their sole discretion. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and (c) The Corporation shall pay or reimburse the Board. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business out-of-pocket expenses subject actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to the Company's standard requirements with respect to reporting and documentation of such expensestime. 3.5 (d) The Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, shall be eligible entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans, dental plans and all other benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available plans as the Corporation provides to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plansenior executives (the “Benefit Plans”). The Company may modify or cancel its benefit plan(s) as it deems necessaryCorporation will pay 100% of all costs associated with the Executive’s Benefit Plans. 3.6 Executive shall cooperate with the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on Executive. 3.7 (e) Executive shall be granted eligible for such grants of stock or additional stock options for 250,000 (“Options”) or awards of restricted stock (“Restricted Stock”) under the corporation’s equity compensation plans as the Board of Directors shall determine, provided however without limiting the generality of the foregoing, the parties acknowledge that Brainy Acquisitions has issued the Executive 59.88 (fifty-nine, point eight, eight) shares of fully vested common stock, as of the date of this Agreement, which shares were exchanged for 1,496,666 shares of common stock of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued Enter pursuant to the Company’s 2001 Employee Stock Option Plan Share Exchange Agreement, dated November 24, 2010, among Enter, Brainy Acquisitions, and shall vest and be exercisable based on the customary provisions shareholders of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised)Brainy Acquisitions. In addition, the options as granted Enter shall permit issue to Executive a Stock Bonus of four hundred thousand (or, where applicable, his personal representative400,000) up to fully vested shares of common stock of Enter Corp. nine (9) months from Commencement Date of this Agreement and an additional three hundred forty six thousand six hundred sixty seven (346,667) fully vested shares of common stock eighteen (18) months following termination from Commencement Date of employment for any reason this Agreement. The number of shares to exercise any options which were vested be issued by Enter to Executive will be adjusted in the event of stock splits, stock dividends and similar transactions. (f) To facilitate the performance of Executive’s responsibilities hereunder, during the Term, the Corporation shall continuously make available to the Executive, at the time of Corporation’s expense a BlackBerry or such termination (including options vesting as the result of such termination, where applicable)other Smartphone or cell phone service plan.

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Thousand Pounds Sterling shall be that set forth in Appendix A hereto (110,000)(the "“Base Salary"”), payable in accordance with the Company policy. Such salary shall be pro pr rated for any partial year of employment on the basis of a 365-day fiscal year. Additionally, Executive will be eligible for bonuses from time to time as determined by the Board. Any bonus structure is as set forth in Appendix A hereto. 3.2 Executive's ’s Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the BoardBoard and shall be evaluated on an at least annual basis by the Board of Director’s Compensation Committee. 3.3 All of Executive's ’s compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's ’s standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive shall cooperate receive vacation consistent with policies of the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on ExecutiveCompany. 3.7 The Company and Executive shall be granted stock options for 250,000 shares enter into an Indemnity Agreement to provide indemnification of and the common stock advancing of expenses to Executive to the fullest extent (whether partial or complete) permitted by law, and, to the extent the Company (maintains insurance, for the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to coverage of Executive under the Company’s 2001 Employee Stock Option Plan directors’ and shall vest and be exercisable based on the customary provisions of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable)officers’ liability insurance policies.

Compensation of Executive. 3.1 The Company (a) During the Term, the Corporation shall pay the Executive a base salary of One Hundred Ten Thousand Pounds Sterling (110,000)(the "Base Salary"), payable in accordance with the Company policy. Such salary shall be pro rated as compensation for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time to time as determined by the Board. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the Board. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shallhis services hereunder, in accordance with the Company policy Corporation’s standard payroll practices, the sum of $150,000 per annum (the “Base Salary”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the terms Base Salary on an annual basis and shall make adjustments in its sole discretion. (b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to such bonus compensation (in cash, capital stock or other property) as a majority of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which members of the Board of Directors of the Corporation may be in effect determine from time to time in their sole discretion. (c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, upon submission of itemized expense statements, consistent with the Corporation’s policy for reimbursement of expenses from time to time. Reimbursable expenses shall include itemized bills for required computer software, and made available tolls and parking in connection with his commute to work in New York City. If the Corporation provides its president and chief executive officer access to a company credit card, then the Executive shall have the same access. (d) Beginning on or before March 1, 2011, as part of Executive’s compensation, the Corporation shall provide the Executive with group health and dental insurance coverage for him and his family. The Executive shall also be entitled to participate in such pension, profit sharing and all other benefits and plans as the Corporation provides to its executive or key management employees, including, senior executives. All benefits described in this Section 4(d) shall be referred to collectively herein as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s) as it deems necessarythe “Benefit Plans”. 3.6 (e) Executive shall cooperate with the Company and its insurers as reasonably required for the Company is hereby granted options to acquire and keep in force key-man life insurance on Executive. 3.7 Executive shall be granted stock options for purchase 250,000 shares of the Corporation’s common stock stock, at a per share exercise price of the Company $0.60 (the "“Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to the Company’s 2001 Employee Stock Option Plan and ”). The Options shall vest and be become exercisable based in equal installments on the customary provisions first three (3) anniversaries of the Effective Date. Executive shall be eligible for such planadditional grants of stock options or awards of restricted stock under the Corporation’s equity compensation plans as the Board of Directors shall determine in its sole discretion. (f) The Corporation shall obtain a three-month certificate of deposit valued at $60,000 (the “CD”), to be used as security for the Corporation’s payment obligation to the Executive under Section 6(e) below, in accordance with the terms in this Agreement. Upon expiration of the CD, the Corporation shall continue to obtain new three-month CDs (or have the previous CD rollover) until the earlier of (A) one year from the Effective Date and (B) the payment of the obligation to the Executive (such earlier date, the “CD Obligation Date”). The Option Agreement will have customary provisions relating Corporation shall be entitled to adjustments for stock splits (i) any and similar eventsall interest earned on the CD and (ii) return of the CD following the CD Obligation Date. The exercise price of CD shall be held in escrow by Xxx Xxxxxxx, Esq., 000 X. Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, as escrow agent. In the Options will be event the Corporation is obligated to make the payment set forth in Section 6(e)(ii), then the Corporation shall promptly either pay the Executive $2.21 60,000 in cash or take the necessary actions to allow for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as funds underlying the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable)CD.

Compensation of Executive. 3.1 The (A) As compensation for the services to be performed under this Agreement, the Company shall pay Executive a an annual base salary of One Three Hundred Ten Thousand Pounds Sterling U.S. Dollars (110,000)(the U.S. $300,000.00) ("Base Salary"), payable in monthly or semimonthly installments, on the same schedule as other Executives of the Company. (B) Executive shall also be paid after the end of each fiscal year during the term of this Agreement, a bonus in accordance with the Company policy. Such salary shall be pro rated for any partial year an annual incentive plan ("AIP"), targeted at no less than forty percent (40%) of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time Base Salary, but subject to time as determined by the Board. 3.2 upward or downward adjustment in accordance with AIP according to Executive's Base Salary individual performance and other compensation may be changed from time to time by mutual agreement of Executive and the Board. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld financial performance targets set out by the Company. 3.4 During the Employment Period, the Company agrees to reimburse (C) Executive for all reasonable and necessary business expenses subject to has been granted Stock Options ("Options") on Eighty Thousand (80,000) shares of Common Stock of the Company's standard requirements with respect to reporting . The Company and documentation Executive agree that the Options shall have a purchase price of such expenses. 3.5 Twenty-Five Dollars ($25.00) per share and shall vest and become exercisable by Executive shall, in accordance with the Company policy with, and in all other respects be subject to, the terms of the applicable plan documentsCompany's 1996 Long-Term Incentive Stock Option Plan, and the Stock Option Agreement between the parties hereto collectively the "Stock Option Plan"). Any and all other grants of Stock Options, Stock Appreciation Rights , Phantom Stock Rights and any similar option compensation of Executive shall be eligible to participate in deemed null and void upon the execution of this Agreement. (D) The Company shall pay Executive One Thousand Dollars ($1,000.00) a month during his employment under this Agreement as a car allowance, or at its option provide Executive with a Cadillac or similarly priced car for his use. (E) During his employment under this Agreement, the Company shall provide Executive such coverage under all fringe benefits under any Executive benefit plan programs maintained or arrangement which may be in effect from time to time and made available offered by the Company to its executive or key management employeessenior executives, including, as applicablebut not limited to those providing for tax and financial planning, group hospitalization, medical, health and disability insurance, dental insuranceaccident, and participation in Employer’s 401(k) plandisability income insurance. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 shall also reimburse Executive shall cooperate with the Company and its insurers as reasonably required for the Company to acquire and keep his membership in force key-man life insurance on Executive. 3.7 Executive shall be granted stock options for 250,000 shares of the common stock of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to the Company’s 2001 Employee Stock Option Plan and shall vest and be exercisable based on the customary provisions of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised)a Health Club. In addition, Executive shall be entitled to annual vacations consistent with the Company's vacation policy, but not less than four (4) weeks per year. (F) The Company shall review Executive's compensation, including Base Salary, bonus, stock options as granted and additional perquisites and benefits, not less frequently than annually on the anniversary of the hiring date of Executive. Following such review, the Company may, in its discretion, increase such compensation, but shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination not decrease such compensation during the term of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable)this Agreement.

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Thousand Pounds Sterling (110,000)(the "Base Salary")not less than $195,000.00 per year, payable in regular periodic payments in accordance with Company policy but in no event less frequent than semi-monthly. Executive's base salary shall increase to not less than $225,000.00 at such time as the Company policyobtains financing of an aggregate of at least $5,000,000.00 from one or more transactions, including but not limited to the receipt of cash upon the exercise of warrants to purchase Common Stock of the Company. Such salary salaries shall be pro rated prorated for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time to time as determined by the Board. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the Board. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment PeriodExecutive shall be entitled to at least four weeks of paid vacation each twelve-month period during Executive's employment hereunder, the Company agrees which shall continue to reimburse Executive for accrue during Executive's employment hereunder, in addition to all reasonable and necessary business expenses subject to the Company's standard requirements with respect to reporting and documentation of such expensesnational holidays. 3.5 Executive shall, in the discretion of the Board and in accordance with the Company policy and the terms of the applicable plan documentspolicy, be eligible entitled to participate in benefits under any Executive employee benefit plan or arrangement which may made available by the Company now or in the future to its executives and key management employees. Notwithstanding the foregoing, during Executive's employment hereunder, the Company shall continuously provide Executive, at the Company's sole cost and expense, with (i) term life insurance equal to four times Executive's base salary, (ii) short and long-term disability insurance, (iii) medical, dental and vision care/insurance for Executive, Executive's spouse and Executive's children, and (iv) director and officer liability insurance in amounts customary for companies similar to the Company. 3.6 Executive's performance shall be reviewed by the Board on a periodic basis (not less than once each fiscal year) and the Board may, in effect its sole discretion, award such bonuses to Executive as shall be appropriate or desirable based on Executive's performance. The Company agrees that Executive shall be reviewed within twelve months of commencing employment hereunder. The Company agrees to negotiate with Executive an incentive bonus based upon performance targets mutually agreed to by the Board and Executive from time to time and made available to its executive or key management employeesbut at least annually, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) planadvance of the applicable year. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive performance targets shall cooperate be negotiated with the Company goal of achieving an annual bonus of 100% of Executive's base salary; provided, however, the bonus to be earned by Executive upon attaining any such performance target shall range from not less than 50% of Executive's base salary to any amount in excess of 100% of Executive's base salary in the applicable year. Executive and its insurers as reasonably required for the Company to acquire and keep shall negotiate the other criteria necessary for Executive's receipt of an annual bonus in force key-man life insurance on excess of 100% of Executive's base salary. 3.7 Executive shall be granted stock options entitled to receive prompt reimbursement of all reasonable expenses incurred by Executive in performing Company services, including expenses related to relocation, travel, entertainment, parking, business meetings and professional dues. Such expenses shall be accounted for 250,000 shares of in accordance with the common stock of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to policies and procedures established by the Company’s 2001 Employee Stock Option Plan and shall vest and be exercisable based on the customary provisions of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable).

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Thousand Pounds Sterling shall be that set forth in Appendix A hereto (110,000)(the "“Base Salary"”), payable in accordance with the Company policy. Such salary shall be pro rated for any partial year of employment on the basis of a 365-day fiscal year. Additionally, Executive will be eligible for bonuses from time to time as determined by the Board. The bonus structure is as set forth in Appendix A hereto. Base Salary and bonus structure may be modified and amended from time to time by the Compensation Committee of the Company’s Board of Directors. 3.2 Executive's ’s Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the BoardBoard and shall be evaluated on an at least annual basis by the Board of Director’s Compensation Committee. 3.3 All of Executive's ’s compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's ’s standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. Provided, however, that Executive shall only be entitled to those benefits as an employee working from a foreign subsidiary and a non-U.S. citizen would be eligible. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive shall cooperate with receive the vacation according to the standard policies of the Company and its insurers as reasonably required for in the Company to acquire and keep in force key-man life insurance on ExecutiveUnited States. 3.7 The Company and Executive shall be granted stock options for 250,000 shares enter into an Indemnity Agreement to provide indemnification of and the common stock advancing of expenses to Executive to the fullest extent (whether partial or complete) permitted by law, and, to the extent the Company (maintains insurance, for the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to coverage of Executive under the Company’s 2001 Employee Stock Option Plan directors’ and shall vest and be exercisable based on the customary provisions of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable)officers’ liability insurance policies.

Compensation of Executive. 3.1 The Company shall will pay Executive a base salary of One Hundred Ten Seventy-Five Thousand Pounds Sterling Dollars (110,000)(the $175,000) per year ("Base Salary"), payable in regular periodic payments in accordance with the Company policy. Such salary shall will be pro rated prorated for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time to time as determined by the Board. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive the CEO and the BoardBoard of Directors. 3.3 All of Executive's compensation shall be is subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During Executive will, in the Employment Period, discretion of the Company agrees to reimburse Executive for all reasonable Board and necessary business expenses subject to the Company's standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documentspolicy, be eligible entitled to participate in benefits under any Executive employee benefit plan or arrangement which may be in effect from time to time and made available by the Company now or in the future to its executive or executives and key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. 3.5 Executive's performance will be reviewed by the CEO on a periodic basis (not less than once each fiscal year). The Company may modify CEO with approval of the Board may, in their sole discretion, award bonuses to Executive as will be appropriate or cancel its benefit plan(s) as it deems necessarydesirable based on Executive's performance. Executive will be reviewed within twelve months of commencing employment hereunder. 3.6 Executive shall cooperate with will be granted options to purchase the Company's common stock. The number of options to be granted has been determined by the parties and will be set forth in a separate stock option agreement, attached as EXHIBIT A. As of the Effective Date of this Agreement, the Company and its insurers as reasonably required for the Company will grant Executive an option to acquire and keep in force keypurchase up to seventy-man life insurance on Executive.five 3.7 Executive shall is entitled to receive prompt reimbursement of all reasonable expenses incurred by Executive in performing Company services, including expenses related to travel, entertainment, parking, and business meetings. These expenses will be granted stock options accounted for 250,000 shares in accordance with the policies and procedures established by the Company. 3.8 In order to assist you in your transition to California, LSI will reimburse you customary and reasonable relocation expenses. Included in your relocation reimbursement are two house hunting trips for yourself and your spouse; one-way relocation airline tickets for yourself and your dependents; a maximum of 60 days temporary housing; packing, insured transportation and unpacking of household goods (including one personal vehicle); a maximum of 60 days insured household good storage; transportation of household goods to the final residence upon termination of temporary housing and storage; a maximum of 60 days rental car, if necessary; and relocation of one personal vehicle at the current approved Company mileage reimbursement rate if you choose to relocate by vehicle rather than by air transportation. Transportation of non-household items such as boats, recreational vehicles and pets, will be at the employee's expense. Temporary housing costs are limited to lodging expenses. Costs incurred for personal items, such as pet deposits, additional rent for pets, telephone expenses, meal expenses, etc., are the responsibility of the common stock employee. Under no circumstances is LSI liable for any damages that may occur during the transportation and storage of household goods. Also included in your relocation package, the Company will reimburse you for your closing costs on the sale of your current residence; your portion of closing costs on the purchase of a new residence; and any tax "gross-ups" on these expenses for tax purposes. For your information, relocation reimbursements are included in annual gross income and will appear on your W2. It will be your responsibility to seek outside tax counsel for assistance with taxable deductions, if any, on your personal income tax return. 3.9 All reasonable and customary relocation expenses as outlined above, including tax "gross-ups", will be reimbursed by LSI, up to a maximum of $75,000. In consideration of the payment of the above relocation expenses by LSI, you agree that, should you voluntarily leave the employ of LSI for any reason, prior to the successful completion of one year of service, you will reimburse LSI for any and all relocation expenses incurred on your behalf on the day of termination. Should any action be instituted for the collection of this relocation, the reasonable costs and attorneys' fees therein of the Company (shall be paid by the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to the Company’s 2001 Employee Stock Option Plan and shall vest and be exercisable based on the customary provisions of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable)undersigned.

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Thirty-Two Thousand Pounds Sterling Dollars (110,000)(the $132,000) per year (the "Base Salary"), payable in accordance with the Company policy. Such salary shall be pro rated for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time to time as determined by the Board. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the BoardBoard and shall be evaluated on an at least annual basis by the Board of Director’s Compensation Committee. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive shall cooperate with receive the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on Executivestandard vacation of 2 weeks per annum. 3.7 Executive shall be granted stock options for 250,000 10,000 shares of the common stock of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to the Company’s 2001 2005 Employee Stock Option Plan and shall vest and be exercisable at the exercise price of $1.60 (based on the customary provisions board approval date of such planJuly 23, 2007) of which all options vest immediately. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable). 3.8 The Company and Executive shall enter into an Indemnity Agreement to provide indemnification of and the advancing of expenses to Executive to the fullest extent (whether partial or complete) permitted by law, and, to the extent the Company maintains insurance, for the coverage of Executive under the Company’s directors’ and officers’ liability insurance policies.

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Seventy Five Thousand Pounds Sterling Dollars (110,000)(the "$175,000) per year (the “Base Salary"”), payable in accordance with the Company policy. Such salary shall be pro rated for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time to time as determined by the Board. 3.2 Executive's ’s Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the Board. 3.3 All of Executive's ’s compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's ’s standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive shall cooperate with the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on Executive. 3.7 The Company and Executive shall be granted stock options for 250,000 shares enter into an Indemnity Agreement to provide indemnification of and the common stock advancing of expenses to Executive to the fullest extent (whether partial or complete) permitted by law, and, to the extent the Company (maintains insurance, for the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to coverage of Executive under the Company’s 2001 Employee Stock Option Plan directors’ and shall vest and be exercisable based on the customary provisions of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable)officers’ liability insurance policies.

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Thousand Pounds Sterling Dollars (110,000)(the $110,000) per year (the "Base Salary"), payable in accordance with the Company policy. Such salary shall be pro rated for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time to time as determined by the Board. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the BoardBoard and shall be evaluated on an at least annual basis by the Board of Director’s Compensation Committee. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive shall cooperate with receive the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on Executivestandard vacation of 2 weeks per annum. 3.7 Executive shall be granted stock options for 250,000 20,000 shares of the common stock of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to the Company’s 2001 2004 Employee Stock Option Plan at the exercise price of $1.65 of which all options vest immediately; and shall 20,000 shares of the common stock of the Company (the “Options”) pursuant to an Option Agreement issued pursuant to the Company’s 2004 Employee Stock Option Plan at the exercise price of $2.25 of which all options vest and be exercisable based on the customary provisions of such planimmediately. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable). 3.8 The Company and Executive shall enter into an Indemnity Agreement to provide indemnification of and the advancing of expenses to Executive to the fullest extent (whether partial or complete) permitted by law, and, to the extent the Company maintains insurance, for the coverage of Executive under the Company’s directors’ and officers’ liability insurance policies.

Compensation of Executive. 3.1 (a) The Company Corporation shall pay the Executive a base salary as compensation for her services hereunder, in equal monthly, semi-monthly or bi-weekly installments during the Term, the sum of One Hundred Ten Thousand Pounds Sterling $96,000.00 per annum (110,000)(the "the “Base Salary"”), payable in accordance with the Company policy. Such salary less such deductions as shall be pro rated for any partial year required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and shall increase such Base Salary in its discretion. The Corporation has no right to decrease the Base Salary, without written consent of employment on Executive. (b) In addition to the basis Base Salary set forth in Section 4(a) above, the Executive shall be entitled to such bonus compensation (in cash, capital stock or other property) as the Corporation’s compensation committee may determine or if the Corporation does not have a compensation committee, as a majority of a 365-day fiscal year. Executive will be eligible for bonuses the members of the Board of Directors of the Corporation may determine from time to time as determined by the Boardin their sole discretion. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and (c) The Corporation shall pay or reimburse the Board. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business out-of-pocket expenses subject actually incurred or paid by the Executive in the course of her employment, consistent with the Corporation’s policy for reimbursement of expenses from time to the Company's standard requirements with respect to reporting and documentation of such expensestime. 3.5 (d) The Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, shall be eligible entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans, dental plans and all other benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available plans as the Corporation provides to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plansenior executives (the “Benefit Plans”). The Company may modify or cancel its benefit plan(s) as it deems necessaryCorporation will pay 100% of all costs associated with the Executive’s Benefit Plans. 3.6 Executive shall cooperate with the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on Executive. 3.7 (e) The Executive shall be granted eligible for such grants of stock or additional stock options for 250,000 (“Options”) or awards of restricted stock (“Restricted Stock”) under the corporation’s equity compensation plans as the Board of Directors shall determine, provided however without limiting the generality of the foregoing, the parties acknowledge that Brainy Acquisitions has issued the Executive 10.67 shares of fully vested common stock as of the date of this agreement, which shares were exchanged for 266,667 shares of common stock of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued Enter pursuant to the CompanyShare Exchange Agreement, dated November 24, 2010, among Enter, Brainy Acquisitions, and the shareholders of Brainy Acquisitions. (f) To facilitate the performance of Executive’s 2001 Employee Stock Option Plan and shall vest and be exercisable based on responsibilities hereunder, during the customary provisions of such plan. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e.Term, the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject Corporation shall continuously make available to the same vesting requirements Executive, at Executive’s expense a phone or any Smartphone as may be reasonably acceptable to the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable)Executive.

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Seventy-Four Thousand Pounds Sterling Six Hundred Thirty-Six Dollars (110,000)(the $174,636) per year (the "Base Salary"), payable in accordance with the Company policy. Such salary shall be pro rated for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses as set forth in the XxXxx 2006 compensation plan attached to this Agreement as Exhibit 1 or as from time to time as are determined by the Board. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the BoardBoard and shall be evaluated on annual basis by the Board of Director’s Compensation Committee. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive shall cooperate with receive the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on Executivestandard vacation of four (4) weeks per annum. 3.7 Executive shall be granted stock options for 250,000 150,000 shares of the common stock of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to the Company’s 2001 2003 Employee Stock Option Plan and all of which shall immediately vest and be exercisable based of which 75,000 shall have an exercise price equal to the closing price of the Company’s common stock on the customary provisions Closing Date of such planthe SPA and of which 75,000 shall have an exercise price equal to 150% of the closing price of the Company’s common stock on the Closing Date of the SPA all under the form of agreement used for other executive officers of the Company. The Option Agreement will have customary provisions relating to adjustments for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right of Executive to exercise options prior to their vesting date and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen three (183) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable).

Compensation of Executive. 3.1 The Company shall pay Executive a base salary of One Hundred Ten Eighty-Four Thousand Pounds Sterling Dollars (110,000)(the $84,000) per year (the "Base Salary"), payable in accordance with the Company policy. Such salary shall be pro rated for any partial year of employment on the basis of a 365-day fiscal year. Executive will be eligible for bonuses from time to time as determined by the Board. 3.2 Executive's Base Salary and other compensation may be changed from time to time by mutual agreement of Executive and the BoardBoard and shall be evaluated on an at least annual basis by the Board of Director’s Compensation Committee. 3.3 All of Executive's compensation shall be subject to customary withholding taxes and any other employment taxes applicable to Executive’s jurisdiction of employment as are commonly required to be collected or withheld by the Company. 3.4 During the Employment Period, the Company agrees to reimburse Executive for all reasonable and necessary business expenses subject to the Company's standard requirements with respect to reporting and documentation of such expenses. 3.5 Executive shall, in accordance with the Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any Executive benefit plan or arrangement which may be in effect from time to time and made available to its executive or key management employees, including, as applicable, health and disability insurance, dental insurance, and participation in Employer’s 401(k) plan. Provided, however, that Executive shall only be entitled to those benefits as an employee working from a foreign subsidiary and a non-U.S. citizen would be eligible. The Company may modify or cancel its benefit plan(s) as it deems necessary. 3.6 Executive shall cooperate with receive the vacation according to the standard policies of the Company and its insurers as reasonably required for the Company to acquire and keep in force key-man life insurance on ExecutivePakistan. 3.7 Executive shall be granted stock options for 250,000 Fifty Thousand shares (50,000) of the common stock to vest in equal 25% tranches (12,500) upon the conclusion of the Company (the "Options") pursuant to an option agreement (the "Option Agreement") issued pursuant to each quarter of service. The shares are granted from the Company’s 2001 Employee Stock Option Plan 2008 Equity Incentive Plan. Executive shall be deemed to have earned the initial 12,500 shares on June 30, 2010; the next 12,500 on September 30, 2010; the next 12,500 on December 31, 2010 and the final 12,500 shares on March 31, 2011. 3.8 The Company and Executive shall vest enter into an Indemnity Agreement to provide indemnification of and be exercisable based on the customary provisions advancing of such plan. The Option Agreement will have customary provisions relating expenses to adjustments Executive to the fullest extent (whether partial or complete) permitted by law, and, to the extent the Company maintains insurance, for stock splits and similar events. The exercise price of the Options will be $2.21 for 100,000 shares; $3.75 for 100,000 shares and $5.00 for 50,000 shares. The options as granted shall provide for an "early exercise" right (i.e., the right coverage of Executive to exercise options prior to their vesting date under the Company’s directors’ and to receive restricted stock subject to the same vesting requirements as the options exercised). In addition, the options as granted shall permit Executive (or, where applicable, his personal representative) up to eighteen (18) months following termination of employment for any reason to exercise any options which were vested at the time of such termination (including options vesting as the result of such termination, where applicable)officers’ liability insurance policies.