Vice President, Finance Employment Agreement

Exhibit 10.4 EMPLOYMENT AGREEMENT This Agreement is made by and between NGTV, INC., a California Company (" Company" ), and RICHARD DAVID (" Executive" ). The parties agree as follows:1. Employment . The Company hereby employs the Executive and the Executive hereby accepts employment by the Company to serve initially as its Senior Vice President, Finance and Administration, including head of Human Resources. During the Term, the Executive will devote to the business and affairs of the Company his full employment time, efforts, and attention.2. Duties and Authority . Executive shall, at this time and until further notice, have reporting responsibilities to both the Chief Executive Officer, Allan Brown and the Co-President Jay Vir and shall work with senior management to perform all duties typically related to the position of Senior Vice President, Finance and Administration, including the oversight and responsibility of the overall financial and administrative requirements of the Company, establishment and maintenance of the Company' s financial controls; oversight of the Company' s Human Resources function, corporate and health insurance policies, payroll and benefits plans; production of timely financial statements, tax returns, budgets and other critical financial information. Executive shall use his best reasonable efforts to carry out such duties for the Company.3. Compensation .a. Base Compensation : Beginning March 14, 2005, Executive shall be paid the sum of $180,000 (One-Hundred and Eighty Thousand Dollars) per annum, payable in equal bi-weekly installments in accordance with the Company' s normal pay practices. No later than March 13, 2006, Executive' s salary shall be reviewed and increased as warranted, but by no less than 5%. In addition to the base compensation, Executive shall be entitled to receive bonuses at the discretion of Management.b. Other Compensation : The Company acknowledges that a bonus of $55,000 (Fifty-Five Thousand Dollars) is currently due and payable to the Executive for significant contribution to the company over the prior twelve months, 50% of which is to be paid on July 31, 2005 with the remaining 50% to be paid on January 15, 2006. In the event of termination of this Agreement, for any reason, the remaining unpaid balance of this, as well as any other unpaid compensation, will be immediately due and payable to Executive.

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c. Stock Options . Executive shall be entitled to options to acquire shares of the Common Stock of the Company pursuant to the terms of the Company' s Equity Incentive Plan(s) or other means available for the issuance of such options. i. The Company acknowledges that in addition to the stock options previously issued to Executive in 2004, Executive is due an additional amount of stock options, commensurate with the senior nature of his position within the company, and that these options are pending eminent issuance to the Executive, pursuant to appropriate approvals by the NGTV Board of Directors. The number of these options to be issued shall be no less than 1,000,000 shares (the " Minimum Number of Options" ), which shall vest 1/24 for each month during the term of this agreement. The Company further agrees that all of the options shall have an exercise price of $0.18, and shall be fully vested upon (i) receipt of gross financing proceeds of $15 million by the Company and (ii) the exchange of Company shares and options with a publicly traded entity, pursuant to a merger or a reverse merger transaction.ii. Executive shall be issued a least the Minimum Number of Options, fully vested, upon the following events: (a) the termination of Executive without cause, or (b) the acquisition of the ...