EX-10.5

This letter will confirm our offer of employment to you as a Director of Business Development and Legal Council with Jaded Pixel Technologies Inc. (“Jaded Pixel”), starting on December 9^th, 2010. The terms and conditions of your employment will be as follows:

As mentioned above, you will be employed with us as a Director of Business Development and will report to Tobias Lütke, CEO. As a Director of Business Development you will be primarily responsible for evaluation and execution of new sales channels and affiliated partnerships. However, Jaded Pixel is a growing and dynamic company and all employees at Jaded Pixel are asked to remain flexible in the types of work they are prepared to undertake. This offer assumes that type of flexibility.

In accordance with Jaded Pixel’s policies, your employment is probationary for the first three months. The purpose of this probationary period is to provide Jaded Pixel an opportunity to assess your skills and suitability in the position of Director of Business Development and your fit within the company generally. It also gives you an opportunity to see if we are a fit for you. During this period Jaded Pixel retains the right to terminate your employment for any reason, upon providing to you only that period of notice (or, at our option, pay in lieu of such notice), which is required by the Ontario Employment Standards Act.

We believe that different employees are more productive at different hours of the day, and during different days of the week. As such, although our office is ordinarily open from 9:00 a.m. until 5:00 p.m. we do not require you to adhere to traditional office hours. Therefore, while we generally expect you to be working between 35 and 40 hours per week, our focus is on employees acting responsibly and efficiently in a task-driven manner.

Your salary will be $100,000 per annum, paid in accordance with Jaded Pixel’s standard payroll practices. In accordance with Jaded Pixel’s policies, your performance and salary will be reviewed on an annual basis.

In addition to the Salary mentioned above, you may also receive a bonus. However, bonuses are in the absolute discretion of Jaded Pixel. In deciding whether to award a bonus or not, Jaded Pixel will consider its own profitability and the individual contribution of each employee. Bonuses, if any, may be paid at various times during the year or at the end of the calendar year.

You agree that you will adhere to Jaded Pixel’s policies, rules, systems and procedures. Jaded Pixel reserves the right to change the provisions of any of these at any time.

(1) You will be entitled to participate in Jaded Pixel’s Family Health Plan, in effect for all Jaded Pixel employees, after the completion of three (3) full months of employment with Jaded Pixel.

(2) We have enclosed a copy of our Family Health Plan booklet for your review. However, please note that benefits will be provided in accordance with the formal plan documents or policies and any issues with respect to entitlement to or payment of benefits under any of terms of the Family Health Plan will be governed by the terms of such documents or policies establishing the benefit in issue, not the description contained in the enclosed booklet.

(3) Finally, please note that the Employer reserves the right to unilaterally revise or eliminate any of the terms or benefits of the Family Health Plan.

Similar to our approach on the hours you will work, we are also flexible when it comes to vacation and holidays. Generally, you will be entitled to three (3) weeks vacation per year; however, we may at our discretion accommodate reasonable requests for additional vacation days. Vacation is to be taken at a time and for a duration that is approved by management. Vacation should be taken during the calendar year and can only be carried over to the next calendar year with written approval. In addition to vacation, you will be entitled to be paid for all public holidays in accordance with the provisions of the Ontario Employment Standards Act.

(1) It is always difficult to consider termination just when a new relationship is starting out, however, we believe that it is important that you understand and agree to your entitlements upon termination.

(2) Clause 2 above explains what you are entitled to if we terminate your employment with us during your probationary period.

(3) If we terminate your employment after your probationary period, unless you are terminated for “cause”, Jaded Pixel will provide you with the greater of:

(4) In addition, the Employer will ensure that it complies with any other provisions of the Ontario Employment Standards Act which apply to the termination of your employment. For example, Jaded Pixel will continue all of your Family Health Plan benefits for the period, if any, required by such legislation.

(5) If you are terminated for “cause”, or you resign from your employment, you will not receive any notice or pay in lieu or severance pay. “Cause” for this purpose includes such things as unsatisfactory performance, dishonesty, insubordination and serious misconduct, as well as anything else which would legally constitute “cause”.

(6) Upon the termination of your employment with Jaded Pixel, you must return all Jaded Pixel property, including any Confidential Information, as defined in the attached Confidentiality, Non-Competition and Non-Solicitation Agreement, and you agree that you will not retain any copies of the Confidential Information.

We enclose our standard agreement regarding confidential information, non-solicitation and non-competition. This offer of employment is conditional upon you accepting the terms of these agreements.

If you are prepared to accept employment with Jaded Pixel in accordance with the terms and conditions outlined in this letter please sign both the Confidentiality, Non-Competition and Non-Solicitation Agreement and this letter and return them to me. When you have done so, this letter will constitute a binding agreement between you and Jaded Pixel with respect to your employment. The extra copies are for your personal files.

We are delighted to have you join the Jaded Pixel and look forward to your acceptance of this offer.

I have read, understood and agree with the foregoing. I have had a reasonable opportunity to consider this letter and the matters set out therein. I accept employment with Jaded Pixel on the terms and conditions set out in this letter.

This Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Agreement) is between me, Harley Finkelstein and Jaded Pixel Technologies Inc. (“Jaded Pixel”), and it forms an integral part of Jaded Pixel’s Offer of Employment. The Agreement confirms my commitment to abide by certain terms and conditions related to confidentiality, non-competition and non-solicitation.

In consideration of the Offer of Employment, and the payment of salary and benefits contained therein, I agree to be bound by the terms and conditions in this Agreement.

(1) “Confidential Information” means all of the materials and information (whether or not reduced to writing and whether or not patentable or protected by copyright) provided by Jaded Pixel to me, or which is available to me during the course of my employment with Jaded Pixel, including, but not limited to, the following:

regardless of whether such materials or information are in paper or electronic format or any other format.

(2) “Inventions” means all artworks, copy writing, marketing or media plans, concepts, copyrights, copyrightable works, computer data, developments, designs, discoveries, formulae or other intellectual property, ideas, improvements, industrial designs, innovations, inventions, know-how, patents, plans, processes, programs, schematic drawings, specifications, techniques, technology, topographies, trademarks, trade secrets (whether patentable or unpatentable) (including source code materials), which I make or discover by myself or in conjunction with others while employed by Jaded Pixel, which arise, directly or indirectly, from my employment with Jaded Pixel, and which pertain to a business in which Jaded Pixel is engaged, is reasonably expected to engage in, or in which it has previously expressed an intention to enter

(3) “Pre-employment Inventions” means any Inventions that I made prior to my employment by Jaded Pixel.

(1) I acknowledge that Jaded Pixel owns and has a valuable interest in the Confidential Information that it develops in its operations.

(2) I acknowledge as an employee of Jaded Pixel, that I have access to this Confidential Information, which includes information not generally known in the industry, which was discovered, developed or obtained as a result of my employment with Jaded Pixel.

provided, however, that I shall first have given prompt notice to Jaded Pixel of any possible or prospective order or proceeding pursuant to which any order may result which requires me to disclose any Confidential Information; and Jaded Pixel shall have been afforded a reasonable opportunity to prevent or limit any such disclosure of any of the Confidential Information. I understand and agree that this subparagraph does not grant to me any right or licence.

(1) I agree that during my employment with Jaded Pixel and at any time thereafter, I will notify my immediate supervisor promptly in writing of all inventions.

(2) Subject to clause 4(4), I agree that all Inventions shall be the sole property of Jaded Pixel. I waive in whole any moral rights I may have in each of the Inventions and any part or parts thereof, including but not limited to the right to the integrity of the Invention, the right to be associated with the Invention as its author by name or under a pseudonym and the right to remain anonymous. Such agreement to waive is applicable regardless of whether the Inventions are considered works made in the course of employment or whether they are copyrightable. I will assist Jaded Pixel and/or its nominees (without charge but at no expense to me) at any time and in every proper way to obtain

for its and/or their own benefit, patents and copyrights for all such Inventions anywhere in the world and to enforce its and/or their rights in legal proceedings.

(3) Subject to clause 4(4), I assign to Jaded Pixel all rights and interests in all such Inventions which pertain to a business in which Jaded Pixel is engaged, is reasonably expected to engage in, or in which it has previously expressed an intention to enter, except any Pre-Employment Inventions which I cannot assign to Jaded Pixel because of a prior invention agreement with a previous employer.

(4) Jaded Pixel recognizes the entrepreneurial background of its employees, and as a result, I understand that I may request that Jaded Pixel exempt my invention from clause 4 of this Agreement (an “Exempted invention”). Such an exemption is at the sole discretion of Jaded Pixel and a written agreement executed by Jaded Pixel agreeing to the Exempted Invention must be provided by Jaded Pixel in order for any exemption to apply.

(5) Every Invention, that is not an Exempted Invention, disclosed to anyone other than Jaded Pixel within six (6) months after the termination of my employment with Jaded Pixel will be presumed to be the property of Jaded Pixel, unless it is proved that such Invention was first made or conceived after termination of my employment with Jaded Pixel.

(6) During my employment with Jaded Pixel and at any time thereafter, I will, at the request and expense of Jaded Pixel, complete and return to Jaded Pixel all documents necessary for the preparation and filing of applications covering the registration of intellectual property rights in Inventions in all countries, as well as perform all other acts which Jaded Pixel may deem necessary or advisable for the purpose of protecting or recognizing Jaded Pixel’s rights to same.

(7) I acknowledge that Jaded Pixel may from time to time have agreements with other persons or with the Canadian government or its agencies that impose obligations or restrictions on Jaded Pixel regarding Inventions made during the course of work under such agreements or regarding the confidential nature of such work. I agree to be bound by all such obligations or restrictions and to take all action necessary to discharge the obligations Jaded Pixel may have under such agreements.

(8) Upon the termination of my employment with Jaded Pixel, I agree to surrender promptly to Jaded Pixel all records or other evidence of any Inventions that are not Exempted Inventions.

I agree that I will not, during the duration of my employment and for a period of eight (8) months following the termination of my employment whether as principal, as agent or as an employee of, or in partnership or association with, any person, firm or corporation or in any manner whatsoever, directly or indirectly: carry on, be engaged in, advise, own shares, lend money to, guarantee the debts or obligations of, or permit my name to be used or employed by, any person, firm or corporation engaged in, concerned with or interested in marketing or advertising services or providing electronic illustration services, anywhere within the geographical area of Canada or any other areas where Jaded Pixel markets its products and services (other than solely as a holder of not more than 1% of the issued and outstanding voting shares of any public corporation).

(1) I further agree that for a period of twelve (12) months following the termination of my employment, for whatever reason, I will not, directly or indirectly, solicit business from any client or potential client of Jaded Pixel which was served or solicited by me directly or indirectly on behalf of Jaded Pixel within the twelve (12) months immediately preceding the termination of my employment.

(2) I further agree that for a period of twelve (12) months following the termination of my employment, I will not, directly or indirectly, hire or take away or cause to be hired or taken away, any employee of Jaded Pixel who was in the employ of Jaded Pixel during the twelve (12) months preceding the termination of my employment.

(1) I acknowledge and confirm that the scope of the covenants in clauses 5 and 6 are in all respects (and particularly in respect of area, time and subject matter), no more than is reasonable to protect Jaded Pixel’s interests.

(2) I understand and agree that the damages which Jaded Pixel might suffer from my violation of any of my obligations set out in this Agreement would be difficult or impossible to measure and that Jaded Pixel is entitled to, in addition to all other remedies it may have, injunctive relief for any such violation (including interim, interlocutory and permanent injunctive relief).

(1) Each provision in this Agreement is separate and distinct. In the event that any provision in this Agreement is determined by a court to be invalid, such provision will be severable from this Agreement and the validity of the other provisions shall not be affected.

(2) The failure of Jaded Pixel to require the performance of any term of this Agreement, or the waiver by Jaded Pixel of any breach of this Agreement by me shall not prevent a subsequent exercise or enforcement of such terms or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.

(3) My obligations under this Agreement shall survive the termination of my employment regardless of the reasons for such termination and whether such termination is occasioned by me, by Jaded Pixel with or without cause, or by mutual agreement.

(5) The terms and conditions of this Agreement can only be modified by the written agreement of the parties.

(6) This Agreement shall be construed in accordance with, and governed by, the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to conflicts of laws. The courts of Ontario shall have exclusive jurisdiction over all disputes that may arise between the parties arising from this Agreement.

DATED at the City of Ottawa, Province of Ontario, this 9^th day of December, 2010.


Harley Finkelstein

Signature:		/s/ Harley Finkelstein
Name:		Harley Finkelstein
Address:		84 St. Andrew, Ottawa K1N 5T2

Jaded Pixel Technologies Inc.

BY:		/s/ Tobias Lütke

Name:		Tobias Lütke
Title:		CEO


		December 9, 2010				/s/ Harley Finkelstein
		December 9^th, 2010				Harley Finkelstein