EMPLOYMENT AGREEMENT

Exhibit 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of January 5, 2010, by and between ITRACKR, INC. (the “Company”), and XXXXXX XXXXX (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”

RECITALS

A. The Company is desirous of engaging the services of Executive as Interim Chief Executive Officer (“Interim CEO”) of the Company, on the terms and conditions set forth in this Agreement; and

B. Executive is desirous of accepting such interim employment, title, and attendant responsibilities on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing promises and the mutual covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:

I. EMPLOYMENT.

A. The Company hereby employs Executive as Interim CEO, and Executive hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement, effective as of January 5, 2010 (the “Hire Date”).

B. Executive shall do and perform all services, acts, or things necessary or advisable to manage and conduct the business of the Company which are normally associated with the position of CEO. However, at all times during his employment, Executive shall be subject to the direction and policies from time to time established by the Board of Directors (the “Board”).

C. The Company’s employment of Executive as Interim CEO shall commence on January 5, 2010 and shall continue for an indefinite period of time to be determined at the sole discretion of the Board (the “Interim Period”). The Parties understand and agree that upon the conclusion of the Interim Period, Executive shall remain employed with the Company on a part-time basis in a position to be determined by the Board. Executive’s compensation as a part-time employee shall be a pro-rata portion of his compensation as Interim CEO, to be calculated based on the percentage of time that Executive devotes to the Company in the part-time position as determined and agreed to by Executive and the Board. Notwithstanding anything herein to the contrary, the Parties agree Executive is an at-will employee and either Party may terminate Executive’s employment under this Agreement at any time, with or without cause.

D. As Interim CEO, Executive shall be permitted to perform the services he is required to perform pursuant to this Agreement at whatever location he elects, including his residence at 00000 Xxx Xxxxxxx Xxxx, Xxxxxx Xxxxx XX 00000 provided, however, that the Company may from time to time require Executive to travel temporarily to other locations in connection with the Company’s business.

II. LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

A. During his employment by the Company, Executive shall devote his full business energies, interest, abilities and productive time to the proper and efficient performance of his duties under this Agreement.

B. During his employment by the Company, Executive shall not engage in competition with the Company, either directly or indirectly, in any manner or capacity, as adviser, principal, agent, partner, officer, director, employee, member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products which are in the same field of use or which otherwise compete with the products or proposed products of the Company.

III. COMPENSATION OF EXECUTIVE.

A. In lieu of cash salary, the Company shall grant Executive an option to purchase Two Hundred and Fifty Thousand (250,000) fully vested shares of the Company’s common stock at an exercise price of $0.25 and a life of five years. A copy of the Nonstatutory Option Agreement is attached hereto as Exhibit A.

B. In the case that the Company and Executive amend this agreement to allow for compensation payments in cash, all of Executive’s compensation shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

C. As Interim CEO, Executive shall be entitled to four (4) weeks of paid vacation in each twelve (12) month period during Executive’s employment hereunder which shall accrue on a monthly basis during Executives employment hereunder.

D. As Interim CEO, Executive shall, in the discretion of the Board and in accordance with Company policy, be eligible to participate in benefits under any employee benefit plan or arrangement made available by the Company now or in the future to its executives and its employees.

E. As Interim CEO, 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 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 (12) months of commencing employment hereunder.

IV. CONFIDENTIAL INFORMATION; NONSOLICITATION.

A. Executive recognizes that his employment with the Company will involve contact with information of substantial value to the Company, which is not old and generally known in the trade, and which gives the Company an advantage over its competitors who do not know or use it, including but not limited to, techniques, designs, drawings, processes, inventions, developments, equipment, prototypes, sales and customer information, and business and financial information relating to the business, products, practices and techniques of the Company, (hereinafter referred to as “Confidential Information”). Executive will at all times regard and preserve as confidential such Confidential Information obtained by Executive from whatever source and will not, either during his employment with the Company or thereafter, publish or disclose any part of such Confidential Information in any manner at any time, or use the same except on behalf of the Company, without the prior written consent of the Company.

As a condition of this Agreement, Executive will sign and return a copy of the Company’s Proprietary Information and Inventions Agreement, attached as Exhibit B.

V. ASSIGNMENT AND BINDING EFFECT.

A. This Agreement shall be binding upon and inure to the benefit of Executive and Executive’s heirs, executors, personal representatives, assigns, administrators and legal representatives. Because of the unique and personal nature of Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement shall be assignable by Executive. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives.

VI. NOTICES.

A. All notices or demands of any kind required or permitted to be given by the Company or Executive under this Agreement shall be given in writing and shall be personally delivered (and receipted for) or mailed by certified mail, return receipt requested, postage prepaid, addressed as follows:

1. If to the Company:

iTrackr, Inc.

Fax:

Attn: Chairman of the Board of Directors

2. If to Executive:

Xxxxxx Xxxxx

00000 Xxx Xxxxxxx Xxxx

Xxxxxx Xxxxx, XX 00000

email: XXXXXX_XXXXX@xxxxxxx.xxx

Any such written notice shall be deemed received when personally delivered or three (3) days after its deposit in the United States mail as specified above. Either Party may change its address for notices by giving notice to the other Party in the manner specified in this section.

VII. CHOICE OF LAW.

A. This Agreement is made in Boca Raton, Florida. This Agreement shall be construed and interpreted in accordance with the laws of the State of Florida.

VIII. INTEGRATION.

A. This Agreement contains the complete, final and exclusive agreement of the Parties relating to the subject matter of this Agreement, and supersedes all prior oral and written employment agreements or arrangements between the Parties.

IX. AMENDMENT.

A. This Agreement cannot be amended or modified except by a written agreement signed by Executive and the Company.

X. WAIVER.

A. No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived, except with the written consent of the Party against whom the wavier in claimed, and any waiver or any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other term, covenant, condition or breach.

XI. SEVERABILITY.

A. The finding by a court of competent jurisdiction of the unenforceablity, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. Such court shall have the authority to modify or replace the invalid or unenforceable term or provision with a valid and enforceable term or provision which most accurately represents the parties’ intention with respect to the invalid or unenforceable term or provision.

XII. INTERPRETATION; CONSTRUCTION.

A. The headings set forth in this Agreement are for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing the Company, but Executive has been encouraged, and has consulted with, his own independent counsel and tax advisors with respect to the terms of this Agreement. The Parties acknowledge that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

XIII. REPRESENTATIONS AND WARRANTIES.

A. Executive represents and warrants that he is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that his execution and performance of this Agreement will not violate or breach any other agreements between Executive and any other person or entity.

XIV. COUNTERPARTS.

A. This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date fist above written.

Dated:				THE COMPANY:
						ITRACKR, INC.
						By:		/s/ Xxxx Xxxxx
						Its:		Chairman of the Board
Dated: 1/11/2010				EXECUTIVE:
				/s/ Xxxxxx Xxxxx
				Xxxxxx Xxxxx