EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    EMPLOYMENT
      AGREEMENT
      made as
      of the 10th day of January 2006, by and between TELECOMM
      SALES NETWORK, INC., a
      Delaware corporation (the
      “Company”)
      and
J.
      LLOYD BREEDLOVE,
      an
      individual (the “Executive”).

    


    W
      I T N E S S E T H :

    


    WHEREAS,
      the
      Company is engaged in the manufacture and marketing of infection prevention
      and
      control products broadly defined; and 

    


    WHEREAS,
      the
      Company desires to employ the services of a President, Chief Executive Officer
      and Chairman of the Board pursuant to the terms of a written employment
      agreement; and

    


    WHEREAS,
      the
      Company desires to engage the services of Executive as its President, Chief
      Executive Officer and Chairman of the Board, and Executive is willing to accept
      such engagement, all on and subject to the terms and conditions hereinafter
      set
      forth,

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants herein and other good and valuable
      consideration, the receipt and sufficiency of which are hereby unconditionally
      acknowledged, the parties hereto do hereby agree as follows:

    


    1.
       Employment.
      During
      the Term (hereinafter defined) of this Agreement, the Company hereby employs
      Executive as its President, Chief Executive Officer and Chairman of the Board,
      and Executive hereby accepts such employment, upon and subject to the terms
      and
      conditions set forth in this Agreement. 

    


    2. Executive's
      Duties and Responsibilities.

    


      2.1. Executive
      will, during the Term of this Agreement, have all of the duties, powers and
      authority and will perform all services customarily associated with the
      positions of President and Chief Executive Officer as well as such other duties
      and services consistent with such position as the Company’s Board of Directors
      may assign to him from time to time during the Term of this Agreement. In such
      capacity, Executive shall have primary responsibility for the business of the
      Company. Executive’s authority to bind the Company to any commitment or
      obligation is subject to the applicable provisions of the Company’s by-laws, any
      agreement to which the Company is a party, and any policies or resolutions
      established or adopted by the Board of Directors during the Term hereof.
      Executive shall perform such services diligently, in good faith and in a manner
      consistent with the best interests of the Company. Executive further agrees
      to
      use his best efforts at all times during the Term hereof to preserve, protect,
      enhance, and maintain the trade, business and goodwill of the Company. Executive
      will devote substantially all of his business time and efforts to the
      performance of his services under this Agreement during the Term hereof.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.2.
       Executive
      shall perform his services wherever his services are required. The Company
      acknowledges that Executive resides in Charlotte, North Carolina and will render
      his services from North Carolina, however, when and to the extent required
      to
      perform the services provided for under this Agreement, Executive will travel
      (at the Company’s expense) to such other locations where the Company requires
      such services. Executive will not be required to relocate his current residence
      at any time during the Term hereof. 

    


    2.3.
       During
      the Term of this Agreement, Executive shall provide the Company with notice
      of
      all proposed transactions or opportunities that may be brought to his attention
      or otherwise introduced to him in the infection prevention and control field
      promptly after the Executive’s knowledge or receipt of notice thereof and the
      Company shall have the exclusive right as between the Company and Executive
      to
      take advantage or otherwise act upon any of such proposed transactions or
      opportunities.

    


      2.4.
       In
      the
      event that, at any time during the Term hereof, the Company decides to obtain
      key man life insurance on Executive’s life, with the Company as the beneficiary
      thereof, Executive will cooperate with the Company and its insurer in its effort
      to obtain such insurance.

    


    3.
       Term.

    


    3.1. The
      term
      of this Agreement shall commence on the date of closing under that certain
      Agreement and Plan of Merger dated as of November 11, 2005 by and among the
      Company, TSN Acquisition Corporation, and EnviroSystems, Inc. (the
      “Merger Agreement”)
      and
      shall terminate on the third anniversary thereafter (the
      “Term”).
      In the
      event that such closing does not occur by December 31, 2005, either party may
      terminate this Agreement upon ten (10) days notice to the other. This Agreement
      is subject to earlier termination as provided in Section 3.2 hereof.


    


        3.2.
       Pursuant
      to the provisions of Section 3.1 above, the Term of this Agreement shall
      terminate on the earlier to occur of any of the following events:

    


    (a) The
      death
      of Executive;

    


    (b) The
      Permanent Disability (hereinafter defined) of Executive as provided in Section
      6
      hereof; or

    


    (c) The
      failure and/or refusal of Executive to perform his services or comply with
      his
      obligations under this Agreement and/or any breach of any of his
      representations, warranties, obligations or covenants under this Agreement,
      provided that,
      with
      respect to any such failure, refusal or breach which is curable, Executive
      is
      given notice thereof by the Company and fails to cure any such breach within
      thirty (30) days after such notice; or

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

        (d) A
      final
      conviction of Executive for a felony or other crime involving embezzlement,
      fraud or misappropriation of funds, in all of such instances to the extent
      such
      crimes involve the Company or its subsidiaries or affiliated companies;
      or

     

       (e)
       Upon
      five
      (5) days notice from Executive in the event of an assignment for the benefit
      of
      the Company’s creditors or a final adjudication of bankruptcy, insolvency,
      receivership, or any such similar action against the Company; or 

    


        (f)
       Upon
      twelve (12) months notice to Executive by the Company, without any cause
      whatsoever; or 

    


    (g)
      )
 The
      delivery of notice to the Company by Executive of the termination of this
      Agreement for any breach or default by the Company of any of its
      representations, warranties, obligations or covenants under this Agreement,
      provided that,
      with
      respect to any such breach or default which is curable, any such breach or
      default is not cured within thirty (30) days after such notice from
      Executive.

     

    3.3.
       In
      the
      event of the termination of this Agreement by the Company pursuant to Section
      3.2(f) hereof, the Company will pay Executive, in a lump sum on the effective
      date of any such termination, an amount equal to twelve (12) months of the
      Base
      Salary then in effect.

    


    4. Compensation.
      In
      consideration of the performance of the Executive's services under this
      Agreement during the Term hereof, the Company shall pay Executive the following
      compensation:

    


    4.1. The
      Company will, on the 1st
      day of
      the Term hereof, pay to Executive a signing bonus in the amount of Fifty
      Thousand Dollars ($50,000). 

    


        4.2.
       An
      annual
      base salary of Two Hundred Twenty Five Thousand Dollars ($225,000) in the first
      year of the Term hereof, Two Hundred Fifty Thousand Dollars ($250,000) in the
      second year of the Term hereof, and Two Hundred Fifty Thousand Dollars
      ($250,000) in the third year of the Term hereof (the
      “Base Salary”), such
      salary to be paid to Executive in twelve (12) equal monthly installments (less
      all applicable withholding and other payroll tax deductions), in advance, on
      the
      first day of each month during the Term hereof. The Base Salary for the first
      and last month of the Term hereof shall be prorated based upon the number of
      days in each of such months (and such prorated Base Salary for the first month
      of the Term hereof (less all such deductions) will be paid to Executive upon
      the
      first day of the Term of this Agreement).

     

    4.3. The
      Company shall, in addition to the Base Salary, reimburse Executive for all
      ordinary and necessary out-of-pocket expenses incurred by him in the performance
      of his services under this Agreement, subject to and upon receipt by the Company
      of invoices or other documentation in support thereof. Such expenses for which
      Executive shall be entitled to reimbursement shall include, but not be limited
      to, travel, entertainment and lodging expenses. 

     

    4.4. In
      addition to the Base Salary, Executive shall be entitled to participate in
      all
      benefit programs of the Company which are in effect during the Term hereof
      for
      its executive officers, including, without limitation, any retirement, pension
      (including 401K plans), profit sharing, insurance, hospitalization, disability
      or other employee benefit plan of any type (including, without limitation,
      any
      incentive, profit sharing, bonus or stock option plan), it being understood
      that
      Executive shall have the same rights and privileges to participate in such
      Company benefit plans as any other officer or executive employee of the Company,
      except for any perquisites granted pursuant to separate employment agreements
      between the Company and its officers. Specifically, the Company shall provide
      Executive, in each year during the Term hereof, with (i) three weeks paid
      vacation (Executive will use his best efforts to schedule such vacation so
      as
      not to interfere with any material activities of the Company), (ii) a $750
      per
      month automobile allowance, which allowance will be paid to Executive on the
      first day of each month during the Term hereof, (iii) a life insurance policy,
      the beneficiary of which will be Executive or his designee(s), in the face
      amount of Two Million Dollars ($2,000,000), (iv) health, accident, disability
      and dental insurance for Executive, his spouse and dependent children, and
      (v)
      stock and stock options as provided for in Section 5 hereof.

      

    5.
       Stock
      and Stock Options. 

    


    5.1.
       At
      such
      time during the Term of this Agreement as the shares of the Company’s publicly
      traded common stock achieve a closing price of $5 or more for thirty (30)
      consecutive trading days with per day trading volume on each of such days of
      more than 50,000 shares, the Company will cause Mastodon Ventures, Inc.
(“Mastodon”),
      or its
      designee, to transfer to Executive 100,000 unregistered shares of the Company’s
      common stock owned by Mastodon, or such designee. (the
      “Shares”). 

    


        5.2.
       Prior
      to
      the commencement of the Term of this Agreement, the Company has or will adopt
      a
      stock option plan (the
      “Plan”) pursuant
      to which a total of 2,400,000 shares of the Company’s common stock is or will be
      authorized for issuance to executives and employees of the Company at an
      exercise price of $2.50 per share. As an inducement to Executive entering into
      this Agreement, the Company will issue to Executive pursuant to the Plan, within
      ten (10) days after the first day of the Term hereof, a qualified stock option
      (the
      “Option”),
      exercisable for
      a
      period of five years from the date of issuance, to purchase up to 750,000 shares
      of the Company’s Common Stock (the
      “Option Shares”)
      at an
      exercise price of $2.50 per share. The Option will provide that Executive’s
      right to acquire the Option Shares shall vest as follows: (i) 250,000 Option
      Shares on the first day of the Term of this Agreement, (ii) 250,000 Option
      Shares on the first day of the second year of the Term of this Agreement, and
      (iii) 250,000 Option Shares on the first day of the third year of the Term
      of
      this Agreement. Notwithstanding the foregoing, (x) all of the Option Shares
      which have not vested will immediately vest upon the death of Executive or
      upon
      a “Change
      of Control”
      (hereinafter defined), and (y) fifty percent (50%) of the Option Shares which
      have not vested will immediately vest at such time as the Company’s gross
      revenues reach Five Million Dollars ($5,000,000) in any calendar year during
      the
      Term of this Agreement and all of the Option Shares which have not vested will
      immediately vest at such time as the Company’s gross revenues reach Ten Million
      Dollars ($10,000,000 in any calendar year during the Term of this Agreement).
      For purposes of this Agreement, a “Change of Control” shall occur or be deemed
      to have occurred at such time as (A) any “person” (as such term is used in
      Section 13(d) and Section 14(d)(2) of the Securities Exchange Act of
      1934, as amended) is or becomes the beneficial owner, directly or indirectly,
      of
      securities of the Company representing fifty (50%) percent or more of the
      combined voting power of the Company’s outstanding securities, or (B) the
      Board of Directors of the Company (exclusive of Executive’s vote or consent)
      shall have determined that an event, other than as described in clause (A)
      of
      this Section, results in a Change of Control.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

      5.3.
       Executive
      will execute any lock-up agreement with respect to the Shares and/or the Option
      Shares which is requested by any placement agent or underwriter of the Company’s
      securities, provided
      that
      such
      lock-up agreement is on the same terms and conditions as the lock-up agreement
      signed by the other officers and directors of the Company at the time and with
      respect to such request.

    


    6. Disability.
      Notwithstanding anything to the contrary contained in this Agreement, if, during
      the Term hereof, Executive suffers a Permanent Disability (hereinafter defined),
      the Company shall continue to pay Executive the Base Salary during the period
      of
      such disability, provided, however, that in the event Executive is so disabled
      for a period of sixty (60) consecutive days or ninety (90) days in any year
      during the Term hereof (the
      “Disability Period”),
      the
      Company may terminate this Agreement at any time after any such Disability
      Period. The term “Permanent
      Disability”
      shall
      mean the inability of Executive to perform a material portion of his services
      under this Agreement as determined by an independent physician selected by
      the
      Company. 

    


    7. Confidentiality
      and Non-Disclosure Covenant.
      During
      the Term of this Agreement, Executive hereby acknowledges that he will obtain
      and be entrusted with unpublished and material confidential and proprietary
      information relating to the Company (for purposes of this Section 7, this shall
      include the Company and all subsidiaries thereof), such information to include
      information with respect to the Company’s present and proposed business and
      operations including, without limitation, financial information relating to
      the
      Company's present and proposed business and operations, the cost and pricing
      of
      the Company’s products and services, proposed acquisitions of the Company,
      product formulations and manufacturing processes and techniques, the terms
      of
      all material agreements to which the Company is a party and the sources and
      terms of the Company’s existing or proposed debt or equity financing. All of
      such information that may be obtained by Executive shall, for purposes hereof,
      be referred to herein as “Confidential
      Information”.
      Executive hereby agrees that, unless the Confidential Information becomes
      publicly known through legitimate origin not involving any improper act or
      omission of Executive, neither he, nor any entity or person owned or controlled
      directly or indirectly by him, shall, during the Term of this Agreement or
      thereafter, use for his own benefit or for the benefit of others for any purpose
      and in any manner whatsoever, divulge to any person, firm, corporation or other
      entity or otherwise publish or disclose any Confidential Information (except
      as
      necessary in connection with the performance of Executive's services under
      this
      Agreement). This Section 7 shall survive the expiration or termination of this
      Agreement. Notwithstanding the foregoing, Executive shall not be in breach
      of
      this covenant with respect to any use or disclosure of any Confidential
      Information by him which is or becomes available in the public domain or is
      required as a result of any legal process served upon him in any judicial or
      administrative proceeding (provided
      that
      Executive provides prompt notice of any such process served upon him in order
      to
      enable the Company to timely contest the same, at its expense), or was obtained
      by Executive from a third party without such third party's breach of agreement
      or obligation of trust.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    8. Non-Competition;
      Non-Solicitation. 

    


    8.1.
      Executive acknowledges and recognizes the highly competitive nature of the
      business and proposed business of the Company and hereby agrees that, during
      the
      Term hereof and for a period of one year after the expiration or any earlier
      termination of the Term of this Agreement (other than any such earlier
      termination by Executive pursuant to the provisions of Section 3.2(g) hereof)
      (such period to be referred to hereinafter as the “Applicable
      Period”),
      he
      will not, directly or indirectly, on his own behalf or in the service of or
      on
      behalf of others, whether as an officer, director, stockholder, partner,
      trustee, principal, employee, consultant, agent, or owner of any capital stock,
      partnership interest or other interest in any corporation, partnership or other
      entity, or in any other capacity, own an interest in, perform any services
      or
      conduct any activity for or on behalf of any entity which is engaged in a
      business that is competitive with that of the Company, (such
      prohibited activities being referred to herein as a
      “Precluded Business Activity”).
      Executive acknowledges that, due to the nature of the Company’s business on all
      continents, it is essential to provide for as broad a geographical limitation
      as
      possible with respect to the aforementioned covenant. Without limiting the
      generality of the foregoing, it is expressly understood and agreed that although
      Executive and the Company consider the restrictions contained in this Section
      8.1 to be reasonable, the Executive agrees that in the event it is finally
      judicially determined by a court of competent jurisdiction that the specified
      time period or geographical area or scope of the foregoing restriction is
      unreasonable, arbitrary, or against public policy, contrary to law, invalid
      and
      unenforceable, the remaining provisions of this Agreement (including the
      remaining provisions of this Section) shall not be rendered void, shall not
      be
      affected thereby and shall remain in full force and effect and the provisions
      hereof which are the subject of any such judicial determination shall be deemed
      amended to apply to any such lesser time period, geographical area, or scope
      which is judicially determined or indicated to be reasonable, non-arbitrary
      and
      not violative of public policy, not contrary to law, invalid and/or
      unenforceable and such provisions, as modified, may be enforced by the Company
      against the Executive in accordance with the terms hereof. Notwithstanding
      the foregoing,
      nothing
      contained in this Section is intended to nor shall preclude the ownership by
      Executive of not more than five (5%) percent of the outstanding securities
      of
      any publicly owned corporation or other entity engaged in a Precluded Business
      Activity, provided that such ownership is solely for investment purposes and
      is
      not coupled with any working relationship between Executive and such corporation
      or entity. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

      8.2. Executive
      will not, at any time during or after the Term hereof, directly or indirectly,
      (i) solicit the business of any client or customer of the Company for purposes
      of engaging in activities which are the same or similar to the activities of
      the
      Company, or (ii) solicit, interfere with, or endeavor either to cause any
      employee, agent, consultant, customer or supplier of the Company to leave his
      or
      her employment with the Company, or terminate its relationship with the Company,
      or (iii) induce or attempt to induce any such employee, agent, consultant,
      customer or supplier to breach any employment agreement or other agreement
      or
      arrangement that such employee, agent, consultant, customer, or supplier may
      have with the Company.

    


    8.3. 
      Executive hereby acknowledges that the provisions of Section 7 and of this
      Section 8 are necessary for the protection of the Company's business and
      goodwill and are considered by Executive to be fair and reasonable. Executive
      further acknowledges that he has fully and carefully reviewed, considered and
      understands all of the restrictions imposed upon him under Section 7 and this
      Section 8. Accordingly, Executive hereby acknowledges and agrees that in the
      event of any actual or threatened breach by him of the provisions of Section
      7
      and/or this Section 8, there will be no adequate remedy at law for any such
      breach or threatened breach and that any such breach or threatened breach may
      cause irreparable harm to the Company and, therefore, Executive hereby consents
      in any such instance to the granting of injunctive or other equitable relief
      to
      the Company, as a non-exclusive remedy, in any court of competent jurisdiction,
      without the necessity of showing any actual damage or that monetary damages
      would not provide an adequate remedy at a law or posting a bond
      therefor.

     

    9. Representations
      and Warranties.
      The
      Company and Executive hereby represent and warrant to each other as
      follows:

     

    9.1. All
      action on the part of the Company and Executive necessary for the authorization,
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby, has been taken and this Agreement
      constitutes a valid and legally binding obligation of the Company and Executive,
      as applicable, enforceable in accordance with its terms, except as the same
      may
      be limited by bankruptcy, insolvency, reorganization, moratorium, or other
      laws
      affecting generally the enforcement of creditors' rights and by general
      principles of equity.

    


    9.2. The
      authorization, execution, delivery and performance of this Agreement, and the
      consummation of the transactions contemplated hereby, will not result in any
      violation or be in conflict with or constitute, with or without the passage
      of
      time and giving of notice, a breach or default under any provision of any
      instrument, judgment, order, writ, decree or agreement to which the Company
      or
      Executive, as applicable, is a party or by which it or he is bound.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    9.3. There
      is
      no action, suit, proceeding, or investigation pending, or to the knowledge
      of
      the Company or Executive, as applicable, currently threatened against the
      Company or Executive, as applicable, in any way relating to the validity of
      this
      Agreement or the right of the Company or Executive, as applicable, to enter
      into
      or to perform under this Agreement or consummate the transactions contemplated
      hereby.

    


    10. Indemnification. 

    


      10.1.
       Executive
      will be entitled to all of the same rights of indemnification granted by the
      Company to its officers and directors during the Term hereof (including all
      indemnification rights pursuant to the Company’s Certificate of Incorporation,
      By-Laws and any professional liability insurance policy obtained and maintained
      by the Company during the Term hereof). 

    


    10.2.
       The
      Company shall indemnify and fully defend, save and hold harmless Executive,
      if
      Executive shall at any time or from time to time during the Term hereof suffer
      any damage, liability, loss, cost or expense (including all reasonable attorneys
      fees and expenses of counsel reasonably satisfactory to the Company)
      (collectively, the “Losses”)
      arising
      out of or resulting from: 

    


    (a) any
      untruth or inaccuracy in any representation or warranty of the Company, or
      the
      breach of any representation or warranty of the Company, contained in this
      Agreement; or 

    


    (b) any
      failure of the Company to perform or observe any term, provision, covenant
      or
      obligation contained in this Agreement; or

    


    (c)
       any
      action or proceeding commenced against Executive by any third party based upon
      or arising out of the performance of Executive’s services under this Agreement
      to the fullest extent as permitted under applicable law.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    10.3.
       If,
      with
      respect to a third party, an event occurs or is alleged to have occurred and
      Executive asserts that the Company has become obligated to provide
      indemnification to him under this Section 10 (an “Indemnity
      Claim”),
      Executive (the
      “Indemnitee”) shall
      give written notice promptly to the Company (the
      “Indemnitor”).
      The
      failure to so notify Indemnitor shall not, however, release Indemnitor from
      any
      obligation or liability it may have to Indemnitee under this Section unless
      such
      failure materially prejudices Indemnitor. Indemnitor agrees to defend, contest
      or otherwise protect Indemnitee against any Indemnity Claim at Indemnitor’s sole
      cost and expense. Indemnitee shall have the right, but not the obligation,
      to
      participate at its own expense in the defense thereof by counsel of Indemnitee's
      choice and shall in any event cooperate with and assist Indemnitor to the extent
      reasonably possible. If Indemnitor fails to timely defend, contest or otherwise
      protect against such Indemnity Claim, Indemnitee shall have the right to do
      so,
      including, without limitation, the right to make any compromise or settlement
      thereof, and the Indemnitee shall be entitled to recover the entire cost thereof
      from Indemnitor, including, without limitation, reasonable attorneys' fees,
      disbursements and amounts paid as the result of such Indemnity Claim , and
      Indemnitor shall be bound by any determination made in such Indemnity Claim
      or
      any compromise or settlement effected by the Indemnitee. If Indemnitor assumes
      the defense of any Indemnity Claim , (a) it will be conclusively established
      for
      purposes of this Agreement that the claims made in that Indemnity Claim are
      within the scope of and subject to indemnification hereunder, (b) no compromise
      or settlement of such claims may be effected by Indemnitor without Indemnitee's
      written consent unless (i) there is no finding or admission of any violation
      of
      federal, state, local, municipal, foreign, international, multinational or
      other
      administrative order, law, ordinance, principal of common law, regulation,
      statute or treaty or any violation of the rights of any person and no effect
      on
      any other claims that may be made against Indemnitee and (ii) the sole relief
      provided is monetary damages that are paid in full by Indemnitor; and (c)
      Indemnitee will have no liability with respect to any compromise or settlement
      of such claims effected without its written consent. Notwithstanding anything
      to
      the contrary contained in this Section 10, if Indemnitee settles or compromises
      any Indemnity Claim without Indemnitor’s prior written consent, Indemnitor shall
      have no obligation for indemnification under this Section 10.

    


    11. Miscellaneous.

    


    11.1. This
      Agreement constitutes the sole and entire agreement between the parties hereto
      with respect to the subject matter hereof and supersedes all prior agreements,
      representations, warranties, statements, promises, information, arrangements
      and
      understandings, whether oral or written, express or implied, between the parties
      hereto with respect to the subject matter hereof. This Agreement may not be
      changed or modified except by an instrument in writing signed by the party
      to be
      bound thereby. 

    


    11.2. All
      notices, consents, requests, demands and other communications required or
      permitted to be given under this Agreement shall be in writing and delivered
      personally, receipt acknowledged, or mailed by registered or certified mail,
      postage prepaid, return receipt requested, addressed to the parties hereto
      as
      follows (or to such other address and/or to such other persons as either of
      the
      parties hereto shall specify by notice given in accordance with this
      provision):

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (a) If
      to the
      Company:

     

    Telecom
      Sales Network, Inc.

     

    516-D
      River Highway, PMB 297

    Mooresville,
      NC 28117-6830

    Attn:
      Chief Financial Officer

    


    with
      a
      copy to:

    


    Gusrae
      Kaplan Bruno & Nusbaum, PLLC

    120
      Wall
      Street, 11th
      Floor

    New
      York,
      New York 10005

    Attn:
      Lawrence Nusbaum, Esq.

    


    (b) If
      to
      Executive:

    


    J.
      Lloyd
      Breedlove

    President
      and CEO

    Telecomm
      Sales Network, Inc.

    516-D
      River Highway, PMB 297

    Mooresville,
      NC 28117-6830

     

     

    


    Except
      as
      otherwise expressly provided elsewhere in this Agreement, all such notices,
      consents, requests, demands and other communications shall be deemed given
      when
      personally delivered as aforesaid, or, if mailed as aforesaid, on the earlier
      of
      (i) the date of receipt or rejection by the addressee, or (ii) the third
      business day after the date of mailing thereof, except for a notice of a change
      of address which shall be effective only upon receipt.

    


    11.3. Neither
      party hereto may assign this Agreement or their respective rights, benefits
      or
      obligations hereunder without the written consent of the other party hereto.
      This Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors, heirs, personal representatives,
      administrators, executors and permitted assigns. Nothing contained herein is
      intended to confer upon any person or entity, other than the parties hereto,
      and
      their respective successors, heirs, personal representatives, administrators,
      executors or permitted assigns, any rights, benefits, obligations, remedies
      or
      liabilities under or by reason of this Agreement. 

    


    11.4. No
      waiver
      of this Agreement shall be effective unless in writing and signed by the party
      to be bound thereby. The waiver by either party hereto of a breach of any
      provision of this Agreement, or of any representation, warranty, or covenant
      in
      this Agreement by the other party hereto shall not be construed as a waiver
      of
      any subsequent breach or of any other provision, representation, warranty,
      or
      covenant of such other party, unless the instrument of waiver expressly so
      provides.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    11.5. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware with respect to contracts made and to be fully performed
      therein, without regard to the conflicts of laws principles thereof. The parties
      hereto hereby agree that, in the event of any action or proceeding brought
      by
      the Company against Executive to enforce the provisions of this Agreement,
      such
      action or proceeding may be brought in a Federal or state court located in
      the
      County and State where the main offices of the Company reside. If, however,
      Executive commences any action or proceeding against the Company to enforce
      the
      terms of this Agreement, any such action or proceeding may be commenced in
      a
      Federal or state court located in the County and State where the Executive’s
      main residence resides. By their execution hereof, each of the Company and
      Executive hereby consent and irrevocably submit to the in personam
      jurisdiction of such Federal and state courts and agree that any process in
      any
      such action or proceeding commenced in any such court under this Agreement
      may
      be served upon him, or it, as applicable, personally, by certified or registered
      mail, return receipt requested, or by Federal Express or other courier service,
      with the same full force and effect as if personally served upon him or it
      in
      Delaware. Each of the parties hereto hereby waive any claim that the
      jurisdiction of any such court is not a convenient forum for any such action
      or
      proceeding and any defense of lack of in personam
      jurisdiction with respect thereto. In the event of any action or proceeding
      under this Agreement, the party prevailing therein shall be entitled to payment
      from the other party hereto of all of its costs in connection therewith,
      including its counsel fees and disbursements.

    


      11.6. The
      parties hereto hereby agree that, at any time and from time to time during
      the
      Term hereof, upon the reasonable request of the other party hereto, they shall
      do, execute, acknowledge and deliver, or cause to be done, executed,
      acknowledged and delivered, such further acts, deeds, assignments, transfers,
      conveyances and assurances as may be reasonably required to more effectively
      consummate this Agreement and the transactions contemplated thereby or to
      confirm or otherwise effectuate the provisions of this Agreement.

    


    11.7. If
      any
      term or provision of this Agreement, or the application thereof to any person
      or
      circumstance, is finally determined by a court or to any extent to be illegal,
      invalid or unenforceable, the remainder of this Agreement, or the application
      of
      such term or provision to persons or circumstances other than those as to which
      it is held illegal, invalid or unenforceable, shall not be affected thereby
      and
      each term and provision of this Agreement shall be valid and shall be enforced
      to the fullest extent permitted hereunder and by law.

    


      11.8.
      The
      parties to this Agreement hereby acknowledge that they have been represented
      by
      separate counsel in connection with the negotiations and execution of this
      Agreement.

    


      11.9. The
      Section headings contained in this Agreement are for the purpose of convenience
      only and are not intended to define or limit the contents of said Sections.
      

    


      11.10.
      This Agreement may be executed in one or more counterparts, all of which shall
      be considered one and the same agreement and shall become effective when one
      or
      more counterparts have been signed by each of the parties hereto and delivered
      to the other party hereto. 

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the year and date first above
      written.

     

    
      	WITNESS:	 	 	TELECOM SALES NETWORK, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Steven
              Hoelscher
	
              

            	 	 	
              
Steven
              Hoelscher, Director
	
              
Print
              Name 	 	 	Print
              Name and
              Title
	 	 	 	 
	 	 	 	 
	WITNESS:	 	 	 
	 	 	 	/s/ J. Lloyd Breedlov
	
              
 	 	 	
              
J.
              Lloyd Breedlov
	
              
Print
              Name 	 	 	 
	 	 	 	 


    

    

          

      
        
          
          

        

        
          11