EMPLOYMENT AGREEMENT

      THIS  EMPLOYMENT  AGREEMENT  (this  "Agreement")  dated March 8, 2005 (the
"Effective Date"),  between InfoSearch Media, Inc., a Delaware  corporation with
its principal place of business located at 4086 Del Rey Avenue,  Marina Del Rey,
California  90292,  its  affiliates,  subsidiaries,  successors and assigns (the
"Company"),  and Frank  Knuettel,  an  individual  residing  at 3173 White Cedar
Place, Thousand Oaks, California 91362 (the "Executive").

      WHEREAS, the Company and the Executive (collectively,  the "Parties") wish
to  memorialize  the terms and conditions of the  Executive's  employment by the
Company and to continue  the  Executive's  services for the Company on the terms
and conditions set forth herein.

      NOW,  THEREFORE,  in consideration of the covenants and promises contained
herein, the Parties agree as follows:

      1.  Employment  Period.  The Company shall employ the  Executive,  and the
Executive  agrees  to be  employed  by the  Company  in the  position  of  Chief
Financial  Officer in accordance with the terms and subject to the conditions of
this  Agreement,  commencing on the  Effective  Date and  continuing  until such
employment is terminated in accordance  with the  provisions of paragraph 11, in
which case the provisions of paragraph 11 shall control (the "Term").

      The Executive  affirms that no obligation exists between the Executive and
any other entity which would  prevent or impede the  Executive's  immediate  and
full performance of every obligation of this Agreement.

      2. Position and Duties. During the Term, the Executive shall serve in, and
assume  duties and  responsibilities  consistent  with,  the  position  of Chief
Financial Officer,  unless and until otherwise instructed by the Company. During
the Term,  the  Executive  agrees to devote his  working  time,  as set forth in
Paragraph 4 hereof,  using his skill, energy and best business efforts on behalf
of the  Company.  During  the  Term,  Executive  shall  not  engage in any other
employment,  consulting  or other  business  activity  without the prior written
consent  of the  Company,  which  consent  shall not be  unreasonably  withheld.
Notwithstanding the foregoing,  it is understood that the Executive is currently
a member of the Board of Directors of Internet Machines Corporation,  a Delaware
corporation  doing  business  primarily in California and plans to continue such
position after his employment with the Company so long as such position does not
interfere with the Executives duties and obligations hereunder.

      3. No Conflicts. The Executive covenants and agrees that for so long as he
is  employed  by the  Company,  he shall  inform  the  Company of each and every
business  opportunity related to the business of the Company of which he becomes
aware,  and  that  he  will  not,  directly  or  indirectly,  exploit  any  such
opportunity  for his own  account,  nor will he render any services to any other
person or business,  acquire any  interest of any type in any other  business or
engage in any  activities  that conflict with the  Company's  best  interests or
which is in competition with the Company.

      4.  Days/Hours of Work and Work Week. The Executive  shall normally work 5
days per week and his hours of work shall be appropriate  with the nature of the
Executive's duties and  responsibilities  with the Company,  it being recognized
that such duties and  responsibilities  require  flexibility in the  Executive's
work schedule.

      5. Location/Re-location.  The locus of the Executive's employment with the
Company shall be the Company's  corporate  headquarters  located at 4086 Del Rey
Avenue,  Marina Del Rey,  California  90292.  Within 18 months of the  Effective
Date, the Executive shall relocate his residence currently located at 3173 White
Cedar Place,  Thousand Oaks,  California 91362 to a residence  located closer to
the Company's corporate headquarters for the purpose of reducing the Executive's
travel time from his residence to the Company's corporate headquarters.
<PAGE>

      6. Compensation.

            (a) Base  Salary.  During the Term,  the Company  shall pay, and the
Executive  agrees to  accept,  in  consideration  for the  Executive's  services
hereunder, pro rata bi-weekly payments of the annual salary of $175,000.00, less
all applicable  taxes and other  appropriate  deductions.  In the event that the
Executive  remains in the  employment of the Company in the month  following the
second  consecutive  quarter that the Company is profitable on a GAAP basis, the
Executive's  base  salary will be  increased  to  $185,000.00  per year less all
applicable taxes and other appropriate  deductions.  The Executive's base salary
will be  subject  to  further  adjustment  pursuant  to the  Company's  employee
compensation policies in effect from time to time.

            (b) Bonus.  The  Executive  shall be entitled to a potential  target
bonus of 30% of  Executive's  annual base salary which bonus shall be contingent
on the  Company's  achieving  its revenue  and  operating  income  goals and the
Executive  achieving the individual  goals  established  for the Company's Chief
Financial Officer position as determined by the Board.  Individual goals for the
Company's Chief Financial  Officer  position will be established by the Board or
its Compensation Committee within the first 60 days of Executive's employment.

      7. Expenses.  During the Term, the Executive  shall be entitled to payment
for or reimbursement of any and all reasonable  expenses paid or incurred by the
Executive in connection  with and related to the  performance  of his duties and
responsibilities  for the Company. All requests by the Executive for payment for
or  reimbursement  of such expenses shall be supported by appropriate  invoices,
vouchers,  receipts  or such  other  supporting  documentation  in such form and
containing  such  information  as the Company  may from time to time  reasonably
require, evidencing that the Executive, in fact, incurred or paid such expenses.

      8. Vacation.  During the Term of this  Agreement,  the Executive  shall be
entitled to accrue 15 vacation days per year.

      9. Stock Options/Restricted Stock.

            (a) Grant of Options.  The Company  shall issue to the  Executive an
option to acquire  262,500  shares of the  Company's  common  stock (the "Common
Stock")  pursuant to the  Company's  2004 Stock  Option Plan (the  "Plan").  The
exercise price of the option to be granted pursuant to this paragraph 9(a) shall
be  equal to the fair  market  value  per  share of the  Common  Stock as of the
Effective  Date as  determined by the closing sale price for the Common Stock on
the OTC Bulletin  Board on the date  immediately  preceding the Effective  Date.
Such grant shall be evidenced by and subject to the terms and  conditions  of an
option  agreement in a form  substantially  similar to that  attached  hereto as
Exhibit A.

            (b)  Vesting  and  Exercise  of  Options.  The  option to be granted
pursuant to  paragraph  9(a) shall vest as follows:  25% of the shares of Common
Stock  underlying  such  option  will vest  after 12 months  of  service  by the
Executive to the Company and the remaining shares of Common Stock underlying the
option  will vest in monthly  installments  over the 36 months of service by the
Executive to the Company following the initial vesting period.

                                      -2-
<PAGE>

            (c)  Restricted  Stock.  The  Company  shall  grant to  Executive  a
restricted  stock  award of  152,500  shares of Common  Stock  (the  "Restricted
Shares")  immediately  after the Effective Date. The Restricted  Shares shall be
subject  to the  terms  and  conditions  of the  Plan and the  restricted  stock
agreement  issued on such grant which  agreement  shall  provide that during the
Term the  Executive  shall  not  sell,  transfer  or  otherwise  dispose  of the
Restricted Shares,  even after the vesting of the Restricted Shares,  unless the
dollar value of the shares of Common Stock  beneficially  owned by the Executive
is equal to or exceeds three times the Executive's base salary or with the prior
consent of the Board. The Restricted Shares shall vest as follows: 29,167 shares
will vest after 6 months of  service by the  Executive  to the  Company  and the
remaining shares will vest in monthly installments over the 42 months of service
by the Executive to the Company following the initial vesting period.

      10. Other  Benefits.  During the Term, the Executive  shall be eligible to
participate  in  Company-sponsored  benefit  plans  (collectively,  the "Benefit
Plans") all in accordance with the Company's  policies as in effect from time to
time and in substantially  the same manner and at substantially  the same levels
as the Company makes such opportunities available to the Company's employees.

      11. Termination of Employment.

            (a) Death.  In the event that during the Term,  the Executive  dies,
this  Agreement  and  the   Executive's   employment   with  the  Company  shall
automatically terminate and the Company shall have no further obligations to the
Executive or his heirs, administrators or executors with respect to compensation
and  benefits  accruing  thereafter,  except  for the  obligation  to pay to the
Executive's  heirs,  administrators  or  executors  any earned  but unpaid  base
salary.  The  Company  shall  deduct,  from all  payments  made  hereunder,  all
applicable  taxes,  including  income tax, FICA and FUTA, and other  appropriate
deductions.

            (b)  Disability.  In the event that,  during the Term, the Executive
shall be prevented from performing his duties and responsibilities  hereunder to
the full extent  required by the Company by reason of a  Disability  (as defined
below),  this Agreement and the  Executive's  employment  with the Company shall
automatically terminate and the Company shall have no further obligations to the
Executive or his heirs, administrators or executors with respect to compensation
and  benefits  accruing  thereafter,  except  for  the  obligation  to  pay  the
Executive's  heirs,  administrators  or  executors  any earned  but unpaid  base
salary.  The  Company  shall  deduct,  from all  payments  made  hereunder,  all
applicable  taxes,  including  income tax,  FICA and FUTA.  For purposes of this
Agreement,  "Disability" shall mean a physical or mental disability that, in the
Board's discretion,  based upon the medical opinions of two qualified physicians
specializing  in the area or areas of the  Executive's  affliction,  one of whom
shall be chosen by the Board and one of whom  shall be chosen by the  Executive,
prevents  the  performance  by  the  Executive,   with  or  without   reasonable
accommodation,  of his duties and  responsibilities  hereunder  for a continuous
period of not less than six consecutive months.

            (c) Cause.

                  (i) At any time during the Term,  the  Company  may  terminate
this Agreement and the Executive's  employment hereunder for Cause. For purposes
of this Agreement,  "Cause" shall mean: (a) the willful and continued failure of
the Executive to perform  substantially his duties and  responsibilities for the
Company  (other  than any such  failure  resulting  from a  Disability)  after a
written  demand by the Board for  substantial  performance  is  delivered to the
Executive by the Company, which specifically  identifies the manner in which the
Board believes that the Executive has not substantially performed his duties and
responsibilities,  which  willful  and  continued  failure  is not  cured by the
Executive within thirty (30) days of his receipt of such written demand; (b) the
conviction  of,  or plea of  guilty or nolo  contendere  to a felony,  after the
exhaustion of all available appeals; or (c) fraud, dishonesty,  competition with
the Company, unauthorized use of any of the Company's or any of its subsidiary's
trade  secrets  or  confidential  information,  or  gross  misconduct  which  is
materially  and  demonstratively  injurious  to the Company.  Termination  under
sections 11(c)(i)(b) and 11(c)(i)(c) above shall not be subject to cure.

                                      -3-
<PAGE>

                  (ii)  Termination  of the  Executive  for  Cause  pursuant  to
paragraph  11(c)(i)(a)  shall be made by delivery to the  Executive of a copy of
the  written  demand  referred  to in  paragraph  11(c)(i)(a),  or  pursuant  to
paragraphs  11(c)(i)(b)  or (c) by delivery to the Executive of a written notice
from the Board, either of which shall specify the basis of such termination, the
conduct  justifying such  termination,  and the particulars  thereof and finding
that in the reasonable judgment of the Board, the conduct set forth in paragraph
11(c)(i)(a),  11(c)(i)(b) or 11(c)(i)(c),  as applicable,  has occurred and that
such occurrence warrants the Executive's termination of employment. Upon receipt
of such demand or notice, the Executive,  shall be entitled to appear before the
Board for the purpose of demonstrating that Cause for termination does not exist
or that the  circumstances  which may have constituted  Cause have been cured in
accordance with the provisions of paragraph 11(c)(i)(a). No termination shall be
final until the Board has reached a determination  regarding  "Cause"  following
such appearance.

                  (iii)  Upon  termination  of this  Agreement  for  Cause,  the
Company shall have no further  obligations  or liability to the Executive or his
heirs,  administrators  or executors with respect to  compensation  and benefits
thereafter, except for the obligation to pay the Executive any earned but unpaid
base salary.  The Company shall deduct,  from all payments made  hereunder,  all
applicable  taxes,  including  income tax, FICA and FUTA, and other  appropriate
deductions.

            (d) Good Reason.

                  (i) At any time during the Term, subject to the conditions set
forth in paragraph  11(d)(iii) below, the Executive may terminate this Agreement
and the Executive's employment with the Company for Good Reason. For purposes of
this  Agreement,  for "Good  Reason"  shall  mean the  occurrence,  without  the
Executive's  consent,  of a Change of Control (as defined in paragraph 11(d)(ii)
below).

                  (ii) For  purposes  of this  Agreement,  "Change  of  Control"
means:  (a) any  consolidation  or merger of the  Company  pursuant  to which 51
percent  or  more of the  outstanding  voting  securities  of the  surviving  or
resulting  company are not owned  collectively  by the holders of the  Company's
outstanding  voting  securities as of the Effective  Date (the "Current  Control
Group"); (b) any sale, lease,  exchange or other transfer (in one transaction or
a series of related transactions) of all, or substantially all, of the assets of
the  Company  other than any sale,  lease,  exchange  or other  transfer  to any
company  where the  Company  owns,  directly or  indirectly,  100 percent of the
outstanding  voting securities of such company after any such transfer;  (c) any
person (as such term is used in Section  13(d) of the Exchange  Act of 1934,  as
amended),  other than the Current  Control  Group,  shall  acquire or become the
beneficial  owner  (within  the meaning of Rule 13d-3  under the  Exchange  Act)
whether directly,  indirectly,  beneficially or of record, of 51 percent or more
of outstanding  voting  securities of the Company;  or (d)  commencement  by any
entity,  person,  or group  (including  any  affiliate  thereof,  other than the
Company) of a tender  offer or exchange  offer where the offeree  acquires  more
than 51 percent of the then outstanding voting securities of the Company.

                                      -4-
<PAGE>

                  (iii)  The  Executive  shall be  entitled  to  terminate  this
Agreement and his employment  with the Company for Good Reason  provided that he
has delivered  written  notice to the Company of his intention to terminate this
Agreement and his employment  with the Company for Good Reason within 5 business
days after either (a) the date on which the Executive  receives  written  notice
from the Company of the occurrence of any event  included  within the meaning of
Good Reason  under  paragraph  11(d)(i)  or (b) the date on which the  Executive
obtains  actual  knowledge of the  occurrence of any event  included  within the
meaning of Good Reason under paragraph  11(d)(i).  Such notice,  if given by the
Executive  pursuant  to  subparagraph  11(d)(iii)(b)  hereof,  shall  specify in
reasonable  detail  the  circumstances  claimed  to  provide  the basis for such
termination for Good Reason.  Notwithstanding the foregoing, the Executive shall
not be entitled to terminate this Agreement and his employment  with the Company
if the Company has  eliminated  the  circumstances  constituting  "Good  Reason"
within 30 days of its receipt from the Executive of the written notice described
in this paragraph 11(d)(iii).

                  (iv) In the event that the Executive terminates this Agreement
and his  employment  with the Company for Good Reason,  the Company shall pay or
provide to the Executive (or,  following his death,  to the  Executive's  heirs,
administrators  or  executors):  (a) any earned but unpaid  base  salary;  (b) a
severance payment in an amount equal to 6 months of the Executive's base salary;
and (c) to the extent the  Executive  holds any  unvested  portion of the option
granted to the Executive  pursuant to paragraph 9(a) or the  Restricted  Shares,
the  portion of the  option so  granted  and the  Restricted  Shares  that would
otherwise  vest in the 2 year period  following the date of  termination  of the
Executive's  employment  with the  Company  will as of the  date of  termination
become fully vested. The Company shall deduct, from all payments made hereunder,
all applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.

                  (v)  At  the  Executive's  option,  the  amount  described  in
paragraph 11(d)(iv)(b) shall be paid to the Executive in the same manner as they
would have been paid, in accordance  with the provisions of paragraph  6(a), had
the Executive  remained  employed by the Company.  To exercise such option,  the
Executive  shall  deliver to the Company  written  notice  electing  such option
within 10 business days after the  Executive's  last day of employment  with the
Company.  If the  Executive  fails to  deliver  such  written  notice  within 10
business days after his last date of employment with the Company,  the Executive
shall be entitled to receive the amounts described in paragraphs 11(d)(iv)(b) in
a lump sum within 45 days of his last date of employment with the Company.

            (e) Without Cause.

                  (i) At any time during the Term, the Parties shall be entitled
to terminate  this  Agreement and the  Executive's  employment  with the Company
without  cause,  by providing  prior  written  notice of at least 30 days to the
other party.  Upon termination of this Agreement and the Executive's  employment
with the Company pursuant to this paragraph 11(e)(i),  the Company shall have no
further  obligations to the Executive or his heirs,  administrators or executors
with respect to compensation and benefits thereafter,  except for the obligation
to pay to the Executive  any earned but unpaid base salary,  base salary for the
six month period  following  the date of such  termination,  any bonus earned or
accrued through the date of such  termination  and one year  acceleration of the
unvested  portion,  if any, of the option granted pursuant to paragraph 9(a) and
the  Restricted  Shares.  The  Company  shall  deduct,  from all  payments  made
hereunder,  all applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions.

                                      -5-
<PAGE>

                  (ii) At the  Executive's  option,  the  amounts  described  in
paragraph  11(e)(i)  shall be paid to the  Executive  in the same manner as they
would have been paid, in accordance  with the provisions of paragraph  6(a), had
the Executive  remained  employed by the Company.  To exercise such option,  the
Executive  shall  deliver to the Company  written  notice  electing  such option
within 10 business  days after his last day of employment  with the Company.  If
the Executive fails to deliver such written notice within 10 business days after
his last day of employment with the Company,  the Executive shall be entitled to
receive the amounts described in paragraph 11(e)(i) in a lump sum within 45 days
of his last day of employment with the Company.

      12. Confidential  Information/Ownership and Assignment of Inventions.  The
Executive  expressly  acknowledges  that, in the  performance  of his duties and
responsibilities with the Company, (i) he has been exposed, and will be exposed,
to the trade secrets,  business and/or  financial  secrets and  confidential and
proprietary  information of the Company,  its  affiliates  and/or its clients or
customers ("Confidential Information") and (ii) he and/or other employees of the
Company  working  with him,  without him or under his  supervision,  may create,
conceive of, make, prepare,  work on or contribute to the creation of, or may be
asked by the Company or its  affiliates to create,  conceive of, make,  prepare,
work on or contribute to the creation of, without  limitation,  lists,  business
diaries,  business  address  books  (except for business  addresses and business
address  books not  related to the  Company),  documentation,  ideas,  concepts,
inventions, designs, works of authorship, computer programs, audio/visual works,
developments,  proposals,  works  for hire or other  materials.  Therefore,  the
Executive  agrees  to  execute  and  abide  by the  terms of the  Assignment  of
Invention  and   Non-Disclosure   Agreement   attached   hereto  as  Exhibit  B.
Additionally,  the Executive  affirms that he does not possess and will not rely
upon the protected trade secrets or  confidential or proprietary  information of
his prior employer(s) in providing services to the Company.

      13.  Non-Competition  And  Non-Solicitation.   The  Executive  agrees  and
acknowledges  that the  Confidential  Information that the Executive has already
received and will receive are valuable to the Company, its affiliates and/or its
clients or customers,  and that its  protection  and  maintenance  constitutes a
legitimate  business  interest of Company,  its affiliates and/or its clients or
customers  to be  protected  by  non-competition  restrictions.  Therefore,  the
Executive  agrees to  execute  and  abide by the  terms of the  Non-solicitation
Agreement attached hereto as Exhibit C and the Executive agrees and acknowledges
that the  non-competition  restrictions  set forth  therein are  reasonable  and
necessary and do not impose undue hardship or burdens on the Executive.

      14. Insider Trading Policy/Public Disclosure. As a result of the potential
liability for both the Company and the Executive for "insider trading" under the
securities laws, the Board has adopted an Insider Trading and Public  Disclosure
Policy attached hereto as Exhibit D. The Executive agrees to bound by and comply
with such policy and to evidence such  agreement by executing and  delivering to
the Company the Insider Trading and Disclosure Policy Acknowledgement  contained
in Exhibit D.

                                      -6-
<PAGE>

      15. Indemnification.  The Company hereby covenants and agrees to indemnify
the Executive to the fullest extent  permitted by law and the Company's  charter
documents and to hold the Executive harmless fully,  completely,  and absolutely
against and in any respects to any and all actions, suits, proceedings,  claims,
demands,  judgments,  costs,  expenses (including  attorneys' fees), losses, and
damages  resulting from the Executive's good faith performance of his job duties
pursuant  to this  Agreement.  The Company  also  hereby  agrees to use its best
efforts to purchase,  maintain and cover the  Executive  under a directors'  and
officers' liability insurance policy.

      16.  Dispute  Resolution.  The  Parties  agree that any  dispute or claim,
whether  based on contract,  tort,  discrimination,  retaliation,  or otherwise,
relating to, arising from, or connected in any manner with this Agreement or the
Executive's  employment with the Company shall be resolved  exclusively  through
final and binding  arbitration  under the auspices of the  American  Arbitration
Association  ("AAA").  The arbitration shall be held in the State of California.
The  arbitration  shall  proceed in accordance  with the National  Rules for the
Resolution  of  Employment  Disputes  of the  American  Arbitration  Association
("AAA") in effect at the time the claim or dispute arose, unless other rules are
agreed upon by the parties. The arbitration shall be conducted by one arbitrator
who is a member of the AAA,  unless the parties  mutually agree  otherwise.  The
arbitrators  shall have  jurisdiction  to  determine  any claim,  including  the
arbitrability  of any claim,  submitted to them. The  arbitrators  may grant any
relief authorized by law for any properly  established claim. The interpretation
and  enforceability  of this paragraph of this  Agreement  shall be governed and
construed in  accordance  with the United  States  Federal  Arbitration  Act, 9.
U.S.C. ss.1, et seq. More  specifically,  the parties agree to submit to binding
arbitration   any  claims  for  unpaid  wages  or   benefits,   or  for  alleged
discrimination, harassment, or retaliation, arising under Title VII of the Civil
Rights Act of 1964, the Equal Pay Act, the National Labor Relations Act, the Age
Discrimination  in Employment  Act, the  Americans  With  Disabilities  Act, the
Employee  Retirement  Income  Security  Act, the Civil  Rights Act of 1991,  the
Family and  Medical  Leave Act,  the Fair Labor  Standards  Act,  Sections  1981
through  1988 of  Title 42 of the  United  States  Code,  COBRA,  and any  other
federal,  state,  or local law,  regulation,  or  ordinance,  and any common law
claims,  claims for breach of contract,  or claims for declaratory  relief.  The
Executive  acknowledges  that the purpose and effect of this paragraph is solely
to  elect  private  arbitration  in lieu of any  judicial  proceeding  he  might
otherwise  have available to him in the event of an  employment-related  dispute
between him and the Company. Therefore, the Executive hereby waives his right to
have any such  employment-related  dispute heard by a court or jury, as the case
may  be,   and   agrees   that  his   exclusive   procedure   to   redress   any
employment-related claims will be arbitration.

      Notwithstanding  this  agreement to arbitrate,  the Parties agree that any
violation of paragraphs  12, 13 or 14 of this  Agreement  and the  Assignment of
Invention  and  Non-Disclosure  Agreement  attached  hereto  as  Exhibit  B, the
Non-solicitation  Agreement attached hereto as Exhibit C and the Insider Trading
and Public  Disclosure  Policy attached hereto as Exhibit D may be restrained by
the issuance of an injunction or other equitable  relief by a court of competent
jurisdiction, in addition to other remedies provided by law or this Agreement.

      In the event of any legal  action or other  proceeding  arising  out of or
related to or for the enforcement of this Agreement,  the prevailing party shall
be  entitled to recover  its  reasonable  attorneys'  fees,  costs and  expenses
incurred in that action or  proceeding,  including  attorneys'  fees,  costs and
expenses  incurred on appeal,  if any, in addition to any other  relief to which
such party may be entitled, from the non-prevailing party.

                                      -7-
<PAGE>

      17.  Notice.  For  purposes  of this  Agreement,  notices  and  all  other
communications provided for in this Agreement or contemplated hereby shall be in
writing and shall be deemed to have been duly given when  personally  delivered,
delivered by a nationally  recognized  overnight delivery service or when mailed
United States Certified or registered mail,  return receipt  requested,  postage
prepaid,  and addressed as follows or at such other address  provided in writing
by the Executive to the Company:

                  If to the Company:

                                         InfoSearch Media, Inc.
                                         4086 Del Rey Avenue
                                         Marina Del Rey, CA 90292
                  If to the Executive:

                                         Frank Knuettel
                                         3173 White Cedar Place
                                         Thousand Oaks, CA 91362

      18. Miscellaneous.

            (a) Telephones,  stationery, postage, e-mail, the internet and other
resources  made  available to the  Executive by the Company,  are solely for the
furtherance of the Company's business.

            (b) All issues and disputes  concerning,  relating to or arising out
of this Agreement and from the Executive's employment by the Company, including,
without limitation, the construction and interpretation of this Agreement, shall
be governed by and construed in  accordance  with the internal laws of the State
of California,  without giving effect to that State's principles of conflicts of
law.

            (c) The Parties  agree that any provision of this  Agreement  deemed
unenforceable  or  invalid  may  be  reformed  to  permit   enforcement  of  the
objectionable provision to the fullest permissible extent. Any provision of this
Agreement deemed  unenforceable after modification shall be deemed stricken from
this  Agreement,  with the remainder of the Agreement being given its full force
and effect.

            (d) The Company  shall be entitled to  equitable  relief,  including
injunctive  relief and specific  performance as against the  Executive,  for the
Executive's  threatened  or actual  breach of  paragraphs  12, 13 and 14 of this
Agreement and the Assignment of Invention and Non-Disclosure  Agreement attached
hereto as Exhibit B, the Non-solicitation Agreement attached hereto as Exhibit C
and the Insider Trading and Public  Disclosure Policy attached hereto as Exhibit
D, as  money  damages  for a  breach  thereof  would  be  incapable  of  precise
estimation,  uncertain,  and an insufficient  remedy for an actual or threatened
breach of  paragraphs  12, 13 and 14 of this  Agreement  and the  Assignment  of
Invention  and  Non-Disclosure  Agreement  attached  hereto  as  Exhibit  B, the
Non-solicitation  Agreement attached hereto as Exhibit C and the Insider Trading
and Public  Disclosure  Policy  attached  hereto as Exhibit D. The Parties agree
that any pursuit of equitable  relief in respect of paragraphs  12, 13 and 14 of
this  Agreement and the  Assignment of Invention  and  Non-Disclosure  Agreement
attached hereto as Exhibit B, the Non-solicitation  Agreement attached hereto as
Exhibit C and the Insider Trading and Public  Disclosure  Policy attached hereto
as Exhibit D shall have no effect whatsoever  regarding the continued  viability
and enforceability of paragraph 16 of this Agreement.

                                      -8-
<PAGE>

            (e) Any waiver or inaction by the Company or the  Executive  for any
breach of this Agreement  shall not be deemed a waiver of any subsequent  breach
of this Agreement.

            (f) The Parties  independently have made all inquiries regarding the
qualifications  and  business  affairs of the other  which  either  party  deems
necessary.  The Executive  affirms that he fully  understands  this  Agreement's
meaning  and  legally  binding  effect.  Each party has  participated  fully and
equally in the negotiation and drafting of this Agreement.

            (g) The Executive's obligations under this Agreement are personal in
nature and may not be assigned by the  Executive  to any other person or entity.
This Agreement shall be enforceable by the Company and its parents,  affiliates,
successors and assigns.

            (h) This  instrument  constitutes the entire  Agreement  between the
Parties regarding its subject matter.  When signed by each of the Parties,  this
Agreement  supersedes and nullifies all prior or contemporaneous  conversations,
negotiations,  or agreements,  oral and written, regarding the subject matter of
this Agreement.  In any future  construction  of this Agreement,  this Agreement
should be given its plain  meaning.  This  Agreement  may be  amended  only by a
writing signed by the Parties.

            (i) This  Agreement may be executed in  counterparts,  a counterpart
transmitted via facsimile,  and all executed counterparts,  when taken together,
shall constitute sufficient proof of the parties' entry into this Agreement. The
Parties agree to execute any further or future  documents which may be necessary
to  allow  the full  performance  of this  Agreement.  This  Agreement  contains
headings for ease of reference. The headings have no independent meaning.

THE  EXECUTIVE  STATES  THAT HE HAS FREELY  AND  VOLUNTARILY  ENTERED  INTO THIS
AGREEMENT AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION  THEREOF.
THIS  AGREEMENT  IS  EFFECTIVE  UPON THE  EXECUTION  OF THIS  AGREEMENT  BY BOTH
PARTIES. UNDERSTOOD, AGREED, AND ACCEPTED:

Frank Knuettel                               InfoSearch Media, Inc.


/s/ Frank Knuettel                              By: /s/ Steve Lazuka
-----------------------------                   --------------------------------
                                                Name:  Steve Lazuka
                                                Title: Chief Executive Officer

Date:  March 8, 2005                            Date:    March 8, 2005




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