Exhibit 6.5

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is effective as of April 18, 2011 between Minexa, Inc., a California corporation with its principal place of business at 6827 Nancy Ridge Drive, San Diego, CA. 92121 ("COMPANY") and Matt Babineau, an individual residing at 2720 Ariane Dr. #36, San Diego, CA. 92117 ("EMPLOYEE").

W I T N E S S E T H :

WHEREAS, COMPANY wishes to retain EMPLOYEE' s services on the terms and conditions contained herein; and

WHEREAS, EMPLOYEE desires to provide services to the COMPANY on the terms and conditions contained herein;

NOW, THEREFORE, the preamble hereof and Exhibit A hereto forming an integral part hereof, in cons ide ra io n of mutual promises and covenants contained herein, the parties hereto hereby agree as follows:

1. Term and Termination. Subject to Section 9 of this Agreement, EMPLOYEE shall be employed by COMPANY at will and this agreement shall be in effect until terminated by either party at any time by written notice to the other, with or without cause or reason (the "Employment Term" or "term of this Agreement"). In any event, the Employee shall help assure the smooth transfer of responsibilities to his successor, by coordinating with his successor and helping familiarize him with the COMPANY and the nature of the employment, as and to the extent reasonably requested by the COMPANY.

2. Place of Employment. EMPLOYEE shall perform his duties hereunder at such locations as are directed by COMPANY. EMPLOYEE shall devote all of his business, time and efforts to the performance of his duties and the business and affairs of COMPANY.

3. Employee’s Duties and Authority: COMPANY shall employ EMPLOYEE as Director of Software System on the terms as conditions set forth herein. EMPLOYEE shall perform such services and duties which pertain to, and/or are customarily and/or reasonably incidental to, the position as well as any services and duties which are commensurate with EMPLOYEE's background, education and professional standing or are requested of EMPLOYEE from time to time by COMPANY. In carrying out these functions, EMPLOYEE shall work under the direction and supervision of the Board of Directors of the Company.

4. Restrictions on Outside Business Activities. During the Employment Term, EMPLOYEE shall devote EMPLOYEE's full energies, interest, abilities, and productive time to the performance of this Agreement and shall not, without COMPANY's prior written consent, render to others services of any kind for compensation, or engage in any other business activity.

5. Covenant Not To Complete. During the term of this Agreement and for a period thereafter (as set forth in Section 11 below), EMPLOYEE will not, directly or indirectly, compete with COMPANY in the field of multimedia networks and/or in any field which is otherwise competitive with the COMPANY's services and/or activities as contemplated and/or implemented by COMPANY during the term of this Agreement, and shall strictly abide by the terms and conditions of the "Employee Proprietary Information and Assignment of Invent io ns Agreement" which is being executed concurrently herewith and which is attached hereto as EXHIBIT A and incorporated herein (the "Assignment Agreement " ) . In addition, EMPLOYEE, while employed, shall not take any action without COMPANY's prior written consent to establish, form, or become employed by a competing business on termination of employment by COMPANY. EMPLOYEE’s failure to comply with the provisions of this Section 5 shall give COMPANY the right (in addition to all other remedies COMPANY may have) to terminate any benefits, or compensation to which EMPLOYEE may be otherwise entitled following termination of this Agreement.

6. Employee's Compensation and Benefits.

6.1 Base Salary. During the Employment Term, COMPANY agrees to pay EMPLOYEE a yearly Base Salary of Fifty Two thousand United States dollars (US$52,000) (the "Base Salary"). The Base Salary shall be payable as current salary not less frequently less than monthly, subject to all applicable withholdings and deductions.

6.2 Stock Options. EMPLOYEE shall be entitled to participate in the Company's Employee Stock Option) Plan ("ESOP") to be adopted and approved by the Board of Directors of Company. EMPLOYEE, by the end of the 2^nd quarter of calendar year 2011, shall be granted such 11umber of options equal to one percent ( l%) of the issued and outstanding share capital of the Company as of such date of grant, subject to a 4-year vesting schedule (vesting at ¼ per year) at such exercise price and other terms as set forth in the ESOP and i as shall be determined by the Board of Directors of the Company.

6.4 Vacation. EMPLOYEE shall be entitled to ten (10) days of paid vacation annually, accrued monthly, during the term of this Agreement (pro-rated for any partial calendar year during which EMPLOYEE is employed hereunder) which may be used any time after the initial ninety (90) days of employment, subject to approval of COMPANY in each case in advance. EMPLOYEE is encouraged to use such vacation days and may not carry forward any unused days of such vacation to the following calendar year.

6.5 Sick Days. EMPLOYEE shall be entitled to five (5) days of paid sick leave per calendar year (pro rated for any partial calendar year during which EMPLOYEE is employed hereunder). EMPLOYEE may not carry forward any unused sick days to the following calendar year.

6.6 Health Insurance. Employee shall be entitled to health insurance coverage for his/herself only, at Company's expense, as part of the group plan that is available by Company.

6.7 Expenses. During the Employment Term, COMPANY shall reimburse EMPLOYEE for reasonable out-of-pocket expenses incurred in connection with COMPANY's business, including travel expenses, food, and lodging while away from home, subject to COMPANY'S approval of such expenses in each case in advance.

6.8 Additional Incentives and Benefits. During the Employment Term, the COMPANY may, at its sole; and absolute discretion, grant EMPLOYEE other benefits of employment.

7. Ownership of Intangibles. All processes, inventions, patents, copyrights, trademarks, and other intangible rights that may be conceived or developed by EMPLOYEE, either alone or with others, during the term of EMPLOYEE's employment, whether or not conceived or developed during EMPLOYEE's working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of COMPANY was used, or that relate at the time of conception or reduction to practice of the invention to the business of the COMPANY or to COMPANY's actual or demonstrably anticipated research and development, or that result from any work performed by EMPLOYEE for COMPANY, shall be the sole property of COMPANY. EMPLOYEE shall disclose to COMPANY all inventions conceived during the term of employment and for one year thereafter, whether or not the property of COMPANY under the terms of the preceding sentence. EMPLOYEE shall execute all documents, including patent applications and assignments, required by COMPANY to establish Company’s rights under this Section 8. Concurrently herewith, EMPLOYEE and COMPANY are executing the Assignment Agreement (defined above).

8. Termination of Agreement for Death or Disability.

8.1 Termination On Disability. If, at the end of any calendar month during the term of this Agreement EMPLOYEE is and has been for the four (4) consecutive full calendar months then ending, or for 80% or more of the normal working days during the six (6) consecutive full calendar months then ending, unable, due to mental or physical illness injury, to perform EMPLOYEE's duties under this Agreement in EMPLOYEE's normal and regular manner, this Agreement shall be automatically terminated.

8.2 Termination On Death. If EMPLOYEE dies during the term of this Agreement, this Agreement shall automatically terminate on the last day of the calendar month of EMPLOYEE's death.

9. Agreement Survives Combination or Dissolution.This Agreement shall not be terminated by COMPANY's voluntary or involuntary dissolution or by any merger, and/or sale or transfer of all or substantially all of COMPANY's shares or assets, in which COMPANY is not the surviving or resulting corporation. In the event of any such merger and/or sale or transfer of shares or assets, the provisions of this Agreement shall be binding on an d inure to the benefit of the surviving business entity or the business entity to which such shares or assets shall be transferred.

10. Unfair Competition After Termination. During the course of EMPLOYEE's employment by COMPANY, EMPLOYEE will have access to trade secrets and confidential information about COMPANY, its business, activities, products, customers, methods of doing business and additional information of a proprietary and highly confidential nature. Such information is considered secret and is disclosed to EMPLOYEE in confidence. In consideration of EMPLOYEE's access to this information, EMPLOYEE agrees that during the term hereof and after termination hereof (i) EMPLOYEE will not directly or indirectly disclose or use any such information, and (ii) EMPLOYEE will not induce or attempt to induce any employee or consultant of COMPANY, or any other person or entity, to discontinue its business relationship with COMPANY for the purpose of entering into a business relationship with a competitor of COMPANY, and (iii) during the term hereof and for a period of one (1) year after termination of this Agreement, EMPLOYEE will not directly or indirectly compete with COMPANY in the field of fiber optic communication and/or transmission, engineering, sales, marketing, distribution or assembly in the United States.

10.1 EMPLOYEE understands that direct competition means design, development, production, promotion, or sale of products or services competitive with those of COMPANY. Indirect competition means employment by any competitor or third party providing products competing with COMPANY'S products, for whom EMPLOYEE will perform the same or similar function as EMPLOYEE performs for COMPANY. EMPLOYEE further understands that the nature of the market and COMPANY's business and activities demand that said restrictions on competition apply to the entire United States in order to reasonably protect COMPANY's trade secrets and proprietary information.

10.2 EMPLOYEE a knowledges that irreparable injury will result to the COMPANY from a violation of the provisions of this Agreement, specifically, but not limited to, those provisions restricting unfair competition. EMPLOYEE expressly agrees that the COMPANY shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation.

11. Resolving Disputes.In the event of any litigation, a court of competent jurisdiction may award either party reasonable attorneys fees and costs.

12. Miscellaneous Provisions.

12.1 Integration. This Agreement contains the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between the parties, including all prior employment agreements, whether pr not fully performed by EMPLOYEE before the date of this Agreement. No amendments to this Agreement may be made except by an instrument in writing signed by both parties. No employee or supervisor of EMPLOYEE is authorized to alter or vary the terms of this Agreement except by written agreement by the Board of Directors of COMPANY. Any representation contrary to this Agreement, express or implied, written or oral, are hereby disclaimed.

12.2 Choice Of Law. Formation, construction, and performance of this Agreement shall be construed in accordance with the laws of California and the parties hereby submit irrevocably to the exclusive jurisdiction of the applicable courts of the City of San Diego.

12.3 Notices. Any notice to COMPANY required or permitted under this Agreement shall be given in writing to COMPANY, either by personal service or by registered or certified mail, pos age prepaid, with a copy to its General Counsel at its then principal place of business. Any notice to EMPLOYEE shall be given in writing, either by personal service or by registered or certified mail, postage prepaid, and, if mailed, shall be addressed to EMPLOYEE at EMPLOYEE's home address shown hereinabove. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (i) on the date of service, if served personally on the party to whom notice is to be given, or (ii) on the second business day after mailing, if mailed to the party to whom the notice is to be given in the manner provided in this Section 13.3.

12.4 Additional Acts and Documents. Each of the parties agrees to do such additional acts and execute such additional documents as may be reasonably required by the other to effect the intent of this Agreement.

12.5 Consents and Approvals by COMPANY. For purposes of this Agreement and/or Exhibit A hereto , any consent or approval required of - or permitted by - COMPANY vis-a-vis EMPLOYEE shall (because of EMPLOYEE' s potential conflict of interest) require the written approval of the COMPANY's Chief Executive Officer or of a disinterested majority of the Board of Directors.

12.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

12.7 Execution. Executed by the parties as of the day and year first hereinabove set forth in San Die go, California.

13. Exhibits. The followingexhibits are attached to this Agreement and incorporated herein by reference: •

13.1 EXHIBIT A - Employee Proprietary Information and Assignment of Inventions Agreement.

COMPANY:	EMPLOYEE:

Minexa, Inc.

By: /s/ Allon Caidar	/s/ Matt Babineau
Allon Caidar, CEO	Matt Babineau

EXHIBIT A

EMPLOYEE PROPRIETARY INFORMATION AND

ASSIGNMENT OF INVENTIONS AGREEMENT

I recognize that Minexa Inc., a California corporation ("COMPANY"), is engaged in a continuous program of research, development, design and production with respect to its present and future business. I, Matt Babineau understand that, in connection with my employment by the COMPANY (" Employment " ) pursuant to that certain Employment agreement dated as of April 18, 20 1 1, betweenme, Matt Babineau and COMPANY ("Employment Agreement"), I am or may be expected to make new contributions and/or inventions of value to the COMPANY.

As part of the consideration for my continued Employment and the compensation received by me from the COMPANY from time to time, I hereby agree as follows:

1.	Definitions. As used in thisi Employee Proprietary Information and Assignment of Inventions Agreement ("Assignment Agreement"), in addition to capitalized terms defined throughout this Assignment Agreement, the following terms shall have the following meanings:

1.1 "Inventions" means all discoveries, development, designs, improvements, inventions, formulas, software programs, hardware, circuit boards, processes, techniques, know-how, negative know-how, data, research, techniques, and technical data (whether or not patentable or registrable under patent copyright or similar statutes and including all rights to obtain, register, perfect, and enforce hose proprietary interests) that are related to or useful in the COMPANY's present or future business or result from use of property owned, leased, or contracted for by the COMPANY. "Inventions" shall also include anything that derives actual or potential economic value from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use.

1.2 "Proprietary Informati1n" means information (i) that is not known by actual competitors of the COMPANY or is generally unavailable to the public, (ii) that has been created, discovered, developed, or otherwise become known to the COMPANY or in which property rights have been assigned or otherwise conveyed to the COMPANY, and (iii) that has material economic value or potential material economic value to the COMPANY's present or future business. "Proprietary Information" shall include trade secrets (as defined under California Civil Code section 3426[ l) and all other discoveries, developments, designs, improvements, inventions, formulas, I software programs, processes, techniques, know-how, negative know-how, data, research techniques, technical data, customer and supplier lists, and any modifications or enhancements or any of the foregoing, and all program, marketing, sales, or other financial or business in form t ion disclosed to me by the COMPANY, either directly or indirectly, in writing or orally or b drawings or observation, which has actual or potential economic value to the COMPANY.

1.3 "Rights" means all patents, trademarks, service marks and copyrights, and other rights pertaining to Proprietary Information, Inventions, or both.

2.	Confidentiality.

2.1 Duty of Trust and Confidentiality: My Employment creates in me a duty of trust and confidentiality to the COMP AN Y with respect to the Proprietary Information, Inventions, or any other information:

2.1.1 Related, applicable, or useful to the COMPANY's business, including the COMPANY's anticipated research and development;

2. 1. 2 Resulting from tasks assigned to me by the COMPANY; or

2.1.3 Resulting from the use of equipment, supplies, or facilities owned, leased, or contracted for by the COMPANY.

2.2 Nondisclosure of Proprietary Information:At all times, both during my Employment and after the cessation of my Employment, whether the cessation is voluntary or involuntary:

2.2.1 I shall keep in strictest confidence and trust all Proprietary Information; and

2.2.2 I shall not disclose, use, or induce or assist in the use or disclosure of any Proprietary Information or Rights, or anything related to any Proprietary Information or Rights, without the COMPANY' s prior express written consent, except as may be necessary in the ordinary course of performing my duties as an employee of the COMPANY.

2.2.3 At all times during my Employment, I shall promptly advise the COMPANY of any actual knowledge that I may have of any unauthorized release or use of the COMPANY's Proprietary Information.

2.3 Confidential and Proprietary Information of Third Parties: The COMPANY has received and in the future will receive from third parties their confidential or proprietary information, subject to the COMPANY's duty to maintain the confidentiality of such information and to use it only for certain limited purposes. I owe the COMPANY and such third parties, during my Employment and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence, and I shall not disclose, use, or induce or assist in the use or disclosure of an y l such confidential or proprietary information, except as may be necessary in the ordinary course of performing my duties as President and/or CEO of the COMPANY, consistent with the COMPANY's agreement with such third parties.

3.	Invention Assignment.

3.1 Assignment of Proprietary Information and Inventions:

3.1.1 All Proprietary Information and Inventions shall be the sole property of the Company and its assigns, and the COMPANY and its assigns shall be the sole owner of all Rights.

3.1.2 I assign to the COMPANY all Rights that I may have or acquire and any other rights I may have pertaining to the Proprietary Information or Inventions.

3.2 Proprietary Right Registrations: Execution of Necessary Documents:

3.2.1 I shall assist the COMPANY or any person designated by it in every proper way (but at the COMPANY's expense) to obtain and from time to time enforce the Rights, including registrations and applications for patents, copyrights, mask work rights, or other intellectual property rights, in any and all countries.

3.2.2 I shall execute all documents for use in applying for, registering, obtaining, and enforcing the Rights as the COMPANY may desire, together with any assignments of the Rights to the COMPANY or persons designated by it. My obligation to assist the COMPANY or any person designated by it in obtaining and enforcing the Rights shall continue beyond the cessation of my Employment, but the COMPANY shall compensate me at my most recent applicable salary compensation rate after the cessation of my Employment for time actually spent by me at the COMPANY's request for such assistance. If the COMPANY is unable, after reasonable effort , to secure my signature on any document or documents needed to apply for or enforce any Rights, whether because of my physical or mental incapacity or for any other reason whatsoever, I irrevocably designate and appoint the COMPANY and its duly authorized officers and agents as my agents and attorney-in-fact to act for and in my behalf and stead in the execution and filing of any such application and in furthering the application for and enforcement of Rights, with the same legal force and effect as if such acts were performed by me. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of Employment and which are protectible by copyright, are "works for hire," as that term is defined in the United States Copyright Act.

3.3 Exception to Assignment of In ventions : Any provision in this Assignment Agreement requiring me to assign my right s in all Inventions shall not apply to an Invention that qualifies fully under the provisions of California Labor Code section 2870, the terms of which are set forth on Schedule 1 to this Assignment Agreement. I shall bear the full burden of proving to the COMPANY that an Invention qualifies fully under section 2870. Despite the foregoing, I assign to the COMPANY (or as directed by it) any rights I may have or acquire in any Invention, full title to which is required to be in the United States by a contract between the COMPANY and the United States or any of its agencies.

3.4 Disclosure of Inventions and Maintenance of Records: I shall promptly disc lose to the COMPANY all discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, negative know-how, data, research techniques and technical data, whether or not patentable or registrable under patent, copyright or similar statutes or reduced to practice, made or conceived or reduced to practice or learned by me, either alone or jointly with others during the period of Employment, for the purpose of permitting the COMPANY, to determine whether they constitute Inventions. The COMPANY shall receive such disclos11res in confidence.

4. Conflicting Employment; Business Opportunities. During the period of Employment (and thereafter, to the extent set forth in the Employment Agreement): (i) I shall not directly or indirectly engage in any employment, occupation, consulting, or other business activity which is in competition with the COMIP ANY or interfere with my duties as an employee of the COMPANY; (ii) 1 shall not engage in any business enterprise that would be in competition with the COMPANY; and, during the per io d of my Employment (iii) I shall promptly disclose to the COMPANY's appropriate corporate officers or directors all business opportunities that are presented to me in my capacity as an officer or employee of the COMPANY, and are of a similar nature to the type of business the COMPANY currently engages in or has expressed an interest in engaging in the future; and (iv) I shall not usurp or take advantage of any such business opportunity without first offering such opportunity to the COMPANY.

5.	Obligations on Termination of Employment.

5.1 ReturningtheCOMPANY Documents and Other Tangible Items: On termination of Employment for whatever reason, whether with or without cause, I shall not take nor allow a third party to take, and I shall deliver to the COMPANY, all original copies and all reproductions of Proprietary Information, including devices, records, sketches, reports, notebooks, proposals, lists, correspondence, equipment, documents, computer diskettes, photographs, negatives, undeveloped film, notes, drawings, specifications, tape recordings or other electronic recordings, programs, data, or other materials or property of any nature belonging to the Company or pertaining to my work with the COMPANY. I recognize that the unauthorized takin$ of any Proprietary Information may be a crime under section 499c of the California Penal Code, and may also result in civil liability under sections 3426.1 through 3426.11 of the California Civil Code.

5.2 Termination of Employment; Reaffirmation of Obligations: The terms and conditions of this Assignment Agreement shall continue to apply to any period after termination of Employment, for whatever reason, including any period during which I perform services for the COMPANY as a consultant or independent contractor, if any. On termination of my Employment, I agree to attend an exit interview and sign and deliver the "Termination Certificate" in the form attached to this Assignment Agreement as Schedule 3. My failure to sign the Termination Certificate, however, shall not affect my surviving obligations under my Employment Agreement or this Assignment Agreement.

5.3 Notification to New Employer: If I leave the employ of the COMPANY, I consent to the COMPANY's notification to any new employer of my rights and obligations under this Assignment Agreement.

5.4 Additional Obligations I understand and acknowledge there are additional obligations set forth in the Employment Agreement which, by their nature or due to express statement therein, survive the termination thereof. Such provisions include, but are not limited to, provisions of non-competition and confidentiality.

6.	Miscellaneous

6.1 Representations and Warranties. I represent and warrant that:

6.1. l My performance of all the terms of this Assignment Agreement and as an employee of the COMPANY does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to Employment. •

6.1.2 I have not and shall not enter into any agreement, either written or oral, in conflict with this Assignment Agreement.

6.1.3 I have not brought and will not bring to the COMPANY, or use in Employment, any materials or documents of a former employer (which term, for purposes of this Assignment Agreement, shall include person, firms, corporation, and other entities for which I have acted as an independent contractor or consultant) that are not generally available to the public, unless I first obtain express written authorization from any such former employer for their possession and use.

6.2 Equitable Remedies: Iacknowledge that irreparable injury will result to the COMPANY from my violation of any of the terms of this Assignment Agreement. I expressly agree that the COMPANY shall be entitled, in addition to damages and any other remedies provided by law, to an injunction or other equitable remedy respecting such violation or continued violation.

6.3 Choice of Law: This Assignment Agreement and any dispute arising from the relationship between the parties to this Assignment Agreement shall be governed by and construed under and according to California law, excluding any laws that direct the application of another jurisdiction's laws .

6.4 Enforceability and Severability: If a court or an arbitrator of competent jurisdiction holds any provision of this Assignment Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, shall be affected, unless an essential purpose of this Assignment Agreement would be defe4ted by the loss of the illegal, unenforceable, or invalid prov1s1on.

6.5 No Waiver: No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver by the COMPANY of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

6.6 Amendment and Modification: This Assignment Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Assignment Agreement shall be binding unless it is in writing and signed by the party to be charged.

6. 7 Entire Agreement: This Assignment Agreement and the Schedules referred to in this Assignment Agreement constitut1r the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Assignment Agreement and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Assignment Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Assignment Agreement.

6.8 Successors and Assigns: This Assignment Agreement shall be binding on and shall inure to the benefit of the parties to this Assignment Agreement and their respective heirs, executors, assigns, and administrators.

6.9 Word Usage: Unless the context clearly requires otherwise:

6.9.1 The plural and singular numbers shall each be deemed to include the

6.9.2 The masculine, feminine, and neuter genders shall each be deemed to include the others; and

6.9.3 “Includes” and “Including" are not limiting.

6.10 Schedules: The follo1ing schedules constitute a part of this Assignment and are incorporated herein by this refere1ce:

6.10.1 Schedule 1: California Labor Code Section 2870

6.10.2 Schedule 2: Existing Inventions and Improvements

6.10.3 Schedule 3: Termination Certificate

Should any inconsistency exist or arise between a provision of this Assignment Agreement and a provision of any schedule, the provision of this Assignment Agreement shall prevail.

6.11. EffectiveDate:This Assignment Agreement shall be effective as of the first day of my being retained to render services to the COMPANY.

EMPLOYEE:

/s/ Matt Babineau

Matt Babineau

COMPANY:

Minnexa Inc.

/s/ Allon Caidar

By: Allon Caidar, CEO

Schedule 1 to

Assignment Agreement

CALIFORNIA LABOR CODE SECTION 2870

Section 2870 of the California Labor Code provides as follows:

(a) Any provision in an employment agreement which provides that an employee shall assign , or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Schedule 2 to

Assignment Agreement

EXISTING INVENTIONS AND IMPROVEMENTS

The following is a complete list of all inventions or improvements relevant to the subject matter of Employment by the COMPANY that have been made or conceived of or first reduced to practice by me, alone or jointly with others, before Employment by the Company.

NONE

Schedule 3 to

Assignment Agreement

TERMINATION CERTIFICATE

I, _ _ _ _ _ , certify as follows:

l. When I signed the attached Employee Proprietary Information and Assignment of Inventions Agreement ("Assignment Agreement"), I read and understood the terms of the Assignment Agreement. I have now reviewed the Assignment Agreement again as part of my exit interview and fully understand the terms of the Assignment Agreement and my continuing obligations under the Assignment Agreement.

2. I have fully complied with the terms of the Assignment Agreement, including (i) the disclosure and assignment to the COMPANY of any Inventions (as defined in the Assignment Agreement) covered by that Assignment Agreement, and (ii) the return of any documents and other tangible materials of any nature pertaining to my employment with the COMPANY, including all Proprietary Information (as defined in the Assignment Agreement).

3. f acknowledge and agree to comply with my continuing obligations under the Assignment Agreement, including , but not limited to, my obligation not to use for personal benefit or disclose to others any Proprietary Information

4. I recognize that the unauthorized taking of any of the Proprietary Information is a crime under section 499c of the California Penal Code, and that any unauthorized taking of the Proprietary Information may also result in civil liability against me under California Civil Code section 3426. l through 3426.11.

5. If requested by the COMPANY, I agree to notify or to allow the COMPANY to notify, my new employer of (i) the general nature or subject matter of the Proprietary Information (without actually disclosing such Proprietary Information) to which I had access while employed by the COM PAN Y, and (ii) my continuing obligations under the Assignment Agreement to keep such Proprietary information in strictest confidence and not to disclose or use such Proprietary Information without the COMPANY's prior express written consent.

6. I agree that I will not solicit, induce, recruit, or encourage (i) any of the COMPANY's employees to leave their employment or (ii) any of the COMPANY's customers to do business with any business entity in competition with the CO M P AN Y.

7. I understand and acknowledge that should I fail to comply with my obligations under the Assignment Agreement, the COMPANY shall have, in addition to the right to damages, the right to obtain an injunction against me, including without limitation an injunction prohibiting me from disclosing Proprietary Information to a third party.

8. I hereby waive any and all claims I had, have or may have against the COMPANY its officers, directors, or shareholders in connection with my employment with the COMPANY.

8. I understand and acknowledge that certain of my obligations under the Employment Agreement and the Assignment Agreement including, but not limited to, obligations of non-competition and confidentiality survive the termination thereof, either due to the nature of such obligation or express statement therein. I agree to uphold and abide by such obligations for the entire survival period.

EMPLOYEE:

Name

Minnexa Inc.

By :

July 11, 2011

Matt Babineau

2720 Ariane Dr. #36

San Diego, CA 92117

Re: Base Salary; Stock Options; Bonus

Matt,

As we get ready for our product launch and an exciting period ahead, I am glad to have you on board as a core part of the team.

It is my pleasure to present you with your clear compensation package. This package reflects your high value to the company as key developer innovator and future team leader.

Base Salary. Your present base salary is $56,342 per annum. You receive 100% medical coverage for you and your spouse which you shall continue to receive. As a matter of standard policy, your compensation package is subject to annual reviews and is also likely to be adjusted upon a promotion. Regardless, you can expect your base salary to be at least at the following levels upon the Company reaching the following sales goals:

$80,000 per annum - upon the Company reaching the first $750,000 in gross sales.

$100,000 per annum - upon the Company reaching the first $1,200,000 in gross sales.

Stock Options. You will shortly be receiving your official grant of stock options which will include a Notice of Grant, Stock Option Agreement and a copy of the Minexa Stock Option Plan. Your first grant of options will be to acquire 74,500 shares of Common Stock of the Company, subject to an exercise price, vesting schedule and such other terms as are detailed in said documents. This grant reflects our initial understanding of you receiving options equivalent to one percent of the issued and outstanding share capital of the Company as of the date of grant.

Additional Stock Options. The Company understands the efforts that you will need to make in meeting the Company's tight development deadlines and that unexpected occurrences may arise. The Company is therefore providing you with a strong reward for ensuring that these deadlines do not slip by making extra contributions in the event of unexpected occurrences.

Accordingly, provided the Broadcast Edition of the M Platform is debugged and operational (with Connect and Enterprise features included for both live and on-demand video) before August 15, 2011, then the Board has approved the grant of additional options to acquire 45,500 additional shares of Common Stock of the Company, to be granted to you at such time. Assuming you achieve this goal, this will mean that you will by such time have received options to acquire a total number of 120,000 shares.

Bonus.

In addition to the above, you will be entitled to an annual bonus, payable yearly at the end of the Company's fiscal year, December 31^st or shortly thereafter. Your annual bonus will be adjusted and determined by the Board annually to reflect your contribution and achievements during the year as well as the Company's accomplishments as a whole.

As a guideline, the Board has recently determined a present benchmark for your annual bonus to be equal to at least 0.5% of the gross sales of the Company for each such year. As part of your bonus and annual review, the Company will also consider increases in salary and additional option grants at each such annual review.

Any additional options shall also be subject to the exercise price determined by the Board as of the date of grant as well as the vesting schedule and such other terms as are detailed in the Notice of Grant, Stock Option Agreement and the Minexa Stock Option Plan.

/s/ Allon Caidar

Allon Caidar

VP, Business Development

August 9, 2017

Attn: Matt Babineau

Re: Annual Bonus

Dear Matt:

This letter is to confirm our confidence in your ability to better define, position and market our extensive application, particularly with the important challenge to very quickly make it flawless and self-serviced, which we believe will offer a clear path to broader adoption.

In recognition of your hard work and the challenges that lie ahead, we are pleased to grant you an annual bonus (paid at the end of each calendar year) that equates to 0.5% of the Company's annual revenue, commencing this year.

Note that executive bonuses are subject to annual review of the Board of Directors, with anticipated adjustment upon achieving $1OM in annual TVP Gross Revenue.

Sincerely,

/s/ Allon Caidar

Allon Caidar, CEO

TVPage , Inc. 6827 Nancy Ridge Drive, San Diego, CA 921211 t: 858.427.49091 f: 858.427.49511 tvpage.com

February 8, 2021

RE: Addendum to Matt Babineau’s Employment Agreement

Attn: Matthew Babineau

Re: ISO Grant

Base Salary: Raised to $150,000 as of January 1, 2021

Stock Options: An additional 500,000 stock options (for a grand total of 5,500,000 options) vesting over a four year period, the exercise price and other terms applicable to the options are as set forth in the TVPage Stock Option Plan and as determined by the Board of Directors. Notwithstanding the foregoing, vesting shall be 100% accelerated upon the closing of a Corporate Transaction, as further deﬁned in the TVPage Stock Option Plan and related documents.

ISO Grant: Until the earlier of (i) a corporate ﬁnancing in which the Company raises at least $2M, or (ii) December 31, 2021, you shall receive the delta between the amount of salary authorized to be paid as compensation to you as CTO of TVPage and the amount of salary actually paid, in the form of ISO Stock Option Grants. Said calculation and options shall be granted at Fair Market Value, as determined by the Board of Directors. The options shall be granted on a quarterly basis, and fully vested upon grant.

By signing below you hereby acknowledge that there are no additional outstanding amounts owed to you by the Company, and that you are not entitled to any additional stock options or other payments or beneﬁts.

Sincerely,

/s/ Allon Caidar

Allon Caidar, CEO

Accepted and Agreed:

/s/ Matthew Babineau

Matthew Babineau

3/1/2021

Dated

TVPage, Inc. 6827 Nancy Ridge Drive, San Diego, CA 92121| t: 858.427.4909| f: 858.427.4951| tvpage.com

March 30, 2021

Attn: Matthew Babineau

Re: Addendum to Matthew Babineau’s Employment Agreement: ISO Grant - Reduction in Net Salary

Reduction in Net Salary: Eﬀective as of the pay period commencing on March 11, 2021 through the pay period ending on June 30, 2021 you agree that the company shall temporarily reduce your gross salary to $3790.20 per pay period. You shall receive the delta between the amount of salary authorized ($150,000/annual) to be paid as compensation to you as CTO of TVPage and the amount of salary actually paid, in the form of ISO Stock Option Grants.

ISO Grant: The 2021 calculations for the ISO Stock Option Grant through June 30, 2021 are as follows:

Dates covered in Payroll Period	Total Days	Daily Rate Paid	Diﬀerence between 150K Daily Rate and Daily Rate Paid	Amount	Quarterly Amount	Options Granted
Jan 01 - Jan 13	9	461.54	115.38	1038.42
Jan 14 - Jan 27	10	461.54	115.38	1153.8
Jan 28 - Feb 10	10	461.54	115.38	1153.8
Feb 11 - Feb 24	10	461.54	115.38	1153.8
Feb 25 - Mar 10	10	461.54	115.38	1153.8
Mar 10 - Mar 24	10	379.02	197.9	1979	7632.62	489,271
Mar 25 - Apr 07	10	379.02	197.9	1979
Apr 08 - Apr 21	10	379.02	197.9	1979
Apr 22 - May 05	10	379.02	197.9	1979
May 06 - May 19	10	379.02	197.9	1979
May 20 - Jun 02	10	379.02	197.9	1979
Jun 03 - Jun 16	10	379.02	197.9	1979
Jun 16 - Jun 30	10	379.02	197.9	1979	11874	761,154

A total of 1,250,424 options shall be granted upon signing of this agreement, at the Fair Market Value of .0156/per share. Said options shall be fully vested upon grant.

Sincerely,

/s/ Allon Caidar
Allon Caidar, CEO

Accepted by:

/s/ Matthew Babineau
Matthew Babineau, CTO

TVPage, Inc. 6827 Nancy Ridge Drive, San Diego, CA 92121| t: 858.427.4909| f: 858.427.4951| tvpage.com