Teledigital, Inc. Management Consulting and Board Appointment Agreement with Frederic H. Sweeny

Summary

Teledigital, Inc. has engaged Frederic H. Sweeny as a management consultant to serve as Director of Business Development and Operations, effective October 4, 2004. Sweeny will also join the Board of Directors while retaining his role at ZH Computer, Inc. He will receive $5,000 per month for his services, with the first three months personally guaranteed by the Chairman. Sweeny is granted stock options and warrants for company shares, with specific vesting schedules and exercise terms. No employee benefits are provided under this agreement.

EX-10.1 2 teledigital044789_ex10-1.txt Exhibit 10.1 October 4, 2004 Mr. Frederic H. Sweeny 7129 Gleason Road Edina, MN 55439 Dear Fred, The following will serve as an agreement for you to join Teledigital, Inc. as a management consultant to serve in the capacity of Director of Business Development and Operations commencing today, October 4, 2004. You will also become a member of the Board of Directors effective today. We understand that you will retain your position as the Interim Chief Executive Officer of ZH Computer, Inc. Your cash compensation will be $5,000 per month, with the first three months' payments personally guaranteed by me. There are no employee benefits. You will be granted a ten-year non-qualified stock option under the Company's Stock Option Plan for 525,000 shares of the Company's common stock and a five-year warrant for 1,225,000 shares of common stock. Both the option and warrant will: o Have an exercise price of $0.15 per share; o Have provisions allowing cashless exercises; and o Vest 25% immediately, 25% on December 31, 2004; 25% on October 4, 2005 and 25% on October 4, 2006. Congratulations on joining Teledigital. I look forward to working with you. If you are in agreement with the above, please sign below. If you have any questions, please let me know. Sincerely, Agreed: /s/ Richard W. Perkins - ------------------------------------ /s/ Frederic H. Sweeny Richard W. Perkins --------------------------------- Chairman of the Board Frederic H. Sweeny 2150548v1