amacore_10q-ex1007.htm


    Exhibit
10.7


     EMPLOYMENT
AGREEMENT

    


    


    


    AGREEMENT made as of the _____ day of
June, 2008, by and among Scott Smith, an individual residing in Dallas, Texas
(hereinafter referred to as "Executive”) and THE AMACORE GROUP, INC., a Delaware
corporation with offices in Tampa, Florida (hereinafter referred to as
"AGI").

    


    


    


    W
I T N E S S E T H

    


    WHEREAS, AGI has heretofore acquired
several other corporate entities (JRM Benefit Consultants, LLP; LifeGuard
Benefits Solutions, Inc.; Zurvita, Inc. and US Health Benefits Group, Inc.) and
intends in the future to acquire additional legal entities; and

    


    WHEREAS, said legal entities will be
acquired in such a manner that they become subsidiaries of AGI (the legal
entities hereto acquired and those acquired in the future being hereinafter
sometimes referred to, along with AGI, as the “Company”); and

    


    WHEREAS, AGI desires to retain the
services of Executive to render his services to the Company as its Chief
Operations Officer (COO); and

    


    WHEREAS, Executive is agreeable to
employment by AGI and rendering such services to the Company on the terms and
conditions hereinafter set forth;

    


    NOW, THEREFORE, in consideration of
the mutual covenants and agreements herein contained, the parties hereto,
intending to be legally bound, hereby agree as follows:

    


    1.              Employment
Term, Duties and Acceptance

    


    (a) AGI hereby retains Executive as
the Company's Chief Executive Officer (COO) for a period of three (3) years,
commencing on the date hereof (the "Employment Period"), to render his services
to the Company upon the terms and conditions herein contained. In such executive
capacity, Executive shall be primarily responsible for general operation of the
Company, including, without limitation, strategic planning for immediate and
long term growth, domestic and worldwide; preparation of monthly, quarterly and
yearly budgets and reports; and report and be responsible only to AGI’s Chief
Executive Officer, President and it’s Board of Directors.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


    (b) Executive hereby accepts the
foregoing employment and agrees to render his services to the Company on a
full-time basis in such a manner as to reflect his best efforts to the end that
the Company's operations are properly managed. In furtherance of Executive
performing the duties assigned to him under this Agreement, AGI agrees to
provide Executive with support staff reasonably required by Executive so as to
enable him to carry out such duties.

    


    2.              Compensation

    


    (a) During the first annual of the
term of this Agreement, Executive shall receive compensation of Two-hundred
Fifty-thousand dollars ($250,000).  This compensation may, at
Executive's election, be accrued, in whole or in part. Executive’s compensation
shall be payable in accordance with the general payroll practices of the Company
as are from time to time, in effect, less such deductions or amounts as shall be
required to be withheld by applicable law or regulation. At the completion of
each calendar year, AGI’s Board of Directors shall review the services provided
by Executive to determine the amount that Executive's salary shall be increased
for the forthcoming yearly period. Such increase shall be no less than the
Consumer Price Index or such other similar index reflective of the cost of
living increase in the Dallas, Texas metroplitan area from the beginning of the
yearly period to the end of the yearly period with respect to the Consumer Price
Index applicable to the said metropolitan area, times Executive's base
compensation in effect during the said yearly period. The sum resulting by way
of this increase to the Executive's base compensation shall, for the then
immediately succeeding period be considered the Executive's base compensation.
AGI’s Board of Directors shall also determine on an annual (fiscal or calendar
year, as the case may be) basis, the amount, if any, of bonus or incentives to
be paid to Executive. Provided, however, that Executive shall receive a special
bonus ("special bonus") in an amount equal to one half percent(0.50%) of AGI’s
pre-tax profits from the preceding year (as determined by
the  application of generally accepted accounting principles), up to
the first one-million dollars of such profits; plus an additional sum equal to
three quarters of a percent (0.75%) of AGI’s pre-tax profits over one-million
dollars and up to two-million dollars of such profits; plus one percent (1%) of
all pre-tax profits over two-million dollars up to four-million dollars; and one
and one quarter percent (1.25%) of all pre-tax profits over four-million
dollars. The special bonus shall be paid within thirty (30) days following
determination thereof, which determination shall be made as soon as
practicable.


    
      
         


      

      
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    (b)  Executive shall
receive a sign-on bonus of warrants to purchase one-million (1,000,000) shares
of AGI’s Class A common stock (the “shares”) which shares shall be issued on the
signing hereof, but nonetheless vested as follows: (i)25% to vest on July 1,
2008; (ii) 25% to vest on July 1, 2009; (iii) 25% to vest on July 1, 2010 and
(iv) 25% to vest on July 1, 2011. Each tranche will only vest if the Executive
is in continuous employment with AGI on each vesting date.  Unless
otherwise directed, by AGI, Executive agrees to sell such shares only through
Mr. Joe Sanders, a registered broker, or through such other broker or brokerage
company designated by AGI.  Further, Executive agrees to limit the
amount of AGI shares sold into the market on any given day to an amount not to
exceed 10% of AGI’s trading volume on the date of Executive’s
sale.  For example, if on a given day, AGI trades 100 shares up to
Noon, no more than 10 shares may be sold by Executive; and if from Noon to 4:00
p.m. AGI’s trading volume is an additional 200 shares, no more than an
additional 20 shares may be sold during the remainder of that trading
day.  Executive agrees to not, either directly or indirectly, engage
or encourage others to engage in any “short selling” of AGI
stock.  This provision shall survive the termination, for any reason,
or expiration of this Agreement and be binding upon Executive’s permitted donees
or assignees provided, however, Executive’s warrants shall not be sold,
transferred, assigned or hypothecated by Executive without the express written
permission of AGI.

    


    (c) AGI and Executive agree that
Executive shall continue to live in Dallas, Texas and perform his services
primarily out of the Company’s LifeGuard Benefits Solutions, Inc.
facilities.  Provided, however, that Executive shall, unless otherwise
agreed upon between AGI and Executive, spend at least two days a month at AGI’s
subsidiary’s offices for purposes of evaluating, modifying and generally
overseeing said subsidiary’s overall operations.

    


    (d) Executive shall be entitled to
reasonable paid vacation time, sick leave and time to attend professional
meetings comparable to that offered the executives in comparable
positions.  For the first year of the term of this Agreement,
reasonable vacation time shall be deemed to mean five (5) weeks.

    



    
      
         


      

      
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    (e) Executive shall be entitled
(subject to the terms and conditions of particular plans and programs) to all
fringe benefits afforded to other senior executives of AGI   ,
including, but not by way of limitation, bonuses and the right to participate in
any pension, stock option, retirement, major medical, group health, disability,
accident and life insurance, relocation reimbursement, and other employee
benefit programs made generally available, from time to time, by
AGI.

    


    (f) Company shall pay or reimburse
Executive for reasonable expenses incurred in the performance of services under
this Agreement during the Employment Period, upon presentation of expense
statements, vouchers or such other supporting documentation as may reasonably be
required.

    


    


    3.              Disability

    


    (a) Upon the disability, as defined
in subparagraph 3(b) hereof, of Executive during the Employment Period, AGI may,
in its sole discretion, terminate Executive's employment; provided that if AGI
elects to so terminate Executive's employment, Executive shall be entitled to
receive, accrued but unpaid salary, expense reimbursement and bonuses, the
proceeds of any disability insurance policy plus an amount from the Company
monthly which, when added to the amount received by the Executive from any
disability policy in effect for the Executive at the time of his disability will
equal the Executive's salary for a twelve-month period following the date of
termination, as if the termination had not occurred. Such termination shall have
no effect on the Company's obligation to pay the special bonus referred to
hereinbefore.

    


    (b) For purposes of this Agreement
the term "disability" shall mean Executive's inability to continue to materially
and substantially perform and discharge the duties previously required of him on
behalf of the Company for an aggregate period exceeding three (3) consecutive
months within any twelve (12) month consecutive period.

    


    (c) In the event of a dispute between
the parties as to what constitutes a disability, such dispute shall be finally
determined by a person mutually agreed upon by Executive and AGI. If a mutually
acceptable person cannot be selected, such designations shall be made by
Executive and AGI each choosing a person, which person shall then mutually
select a third person (collectively called the "panel"). The panel's
determination shall be made by majority vote and such determination shall be
deemed binding and conclusive. The parties agree to fully cooperate with
whatever procedures and examinations may be required in order to allow the panel
to make its determination.


    
      
         


      

      
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    4.              Termination
of Employment

    


    (a) (i) In the event Fifty (50)
Percent or more of the equity securities of AGI are acquired by any single
person or identifiable group, as defined by the applicable rules and regulations
under the Security and Exchange Act of 1934, as amended at an average
acquisition price of $5.00 per share or more (valuing promissory notes,
preferred stock or subordinated debentures given as consideration at their face
value, and valuing any other assets given as consideration at their fair market
value) and in the further event that Executive's employment is terminated within
twelve (12) months following such event, except if such termination is by reason
of "cause" (as that term is defined at paragraph 4(b) hereafter, or (ii) in the
event Executive terminates his employment by reason of the uncured breach of
this Agreement by AGI ("cause"), then, on the termination date, Company shall
pay (or issue, as the case may be) to Executive a lump sum amount equal to the
aggregate of (i) accrued but unpaid salary, if any; (ii) accrued but unpaid
expenses, if any; (iii) accrued but unpaid bonuses, if any; (iv) unissued
warrants, if any; and (v) the total compensation which would have been paid to
Executive through the longer of (i) the remaining term, if any, of the
Employment Period, or (ii) three (3) years compensation. Additionally, as of the
termination date, Executive's rights to exercise his warrants, (if any) and/or
stock option to the full extent of the shares covered thereby (if said rights
had not otherwise matured or vested), shall forthwith mature and vest and
Executive shall have the right to exercise his rights under any such securities.
If the Executive intends to terminate his employment with the Company and/or AGI
for "cause", the "cause" shall be specified in a written notice sent by
Executive to the Company, and the Company shall be afforded fifteen (15) days or
longer, if reasonably required, to cure such breach, if such breach is capable
of being cured.


    
      
         


      

      
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    (b) In the event of misconduct in
office by Executive in the performance of his duties hereunder or if Executive
is unable and/or unwilling to carry out the duties reasonably assigned to him by
AGI, which duties are consistent with duties generally assigned and/or expected
of chief operating officers in companies of comparable size to the Company
(which shall hereinafter be referred to as "Termination for Cause"), AGI may
terminate this Agreement by giving two (2) weeks prior written notice to
Executive identifying the cause of termination and specifying the effective date
of such termination. If Executive is subjected to Termination for Cause, then
such "cause" shall be specified in such notice and Executive shall be afforded
thirty (30) days or longer, if reasonably required, to cause such breach to be
cured, if such breach is, in AGI’s sole opinion, capable of being cured. On the
termination date Company shall pay to Executive the aggregate of (i) accrued but
unpaid expenses, if any (ii) accrued but unpaid bonuses, if any; and (iii) the
net salary compensation which would have been paid to Executive through the date
of termination. Furthermore, in that event any warrants to be issued pursuant to
this Agreement, and any options granted pursuant to plans then applicable to
Executive which have not then vested shall be forfeited as of the termination
date.

    


    (c) In the event Executive resigns or
is terminated as an employee/executive/officer of the Company, Executive hereby
agrees that his position(s) as officer and director of the Company, if any,
shall automatically end as of the date of his resignation or termination of
employment.

    


    5.              CONFIDENTIALITY

    


    (a) Executive agrees to execute AGI’s
standard form of Confidentiality Non-Competition Agreement as prepared by
Counsel to AGI.

    


    (b) Except if this Agreement is
terminated by way of or due to breach of same by AGI or for reasons specified in
subparagraphs "a" and/or "b" of Article "6", Executive's covenants contained
herein shall survive the termination or expiration of this
Agreement.

    


    6.              TERMINATION
OF AGREEMENT

    


    This Agreement shall, in addition to
other provisions affecting termination, terminate on the occurrence of any of
the following events:

    


    (a) Cessation of AGI’s
business;


    
      
         


      

      
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    (b) Dissolution of AGI’s;
or

    


    (c) The voluntary agreement of the
parties hereto.

    


    7.              NOTICES

    


    All notices, requests, demands,
deliveries and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed, posAGIe prepaid, registered or
certified mail, return receipt requested to the parties at the addresses (or at
such other address for a party as shall be specified by like notice) specified
on the first page of this Agreement.

    


    8.              WAIVER

    


    The failure of either party at any
time or times to require performances of any provision hereof shall in no manner
effect the right at a later time to enforce the same. To be effective, any
waiver must be contained in a written instrument signed by the party waiving
compliance by the other party of the term or covenant as specified. The waiver
by either party of the breach of any term or covenant contained herein, whether
by conduct or otherwise, in any one or more instances, shall not be deemed to
be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this
Agreement.

    


    9.              GOVERNING
LAW

    


    This Agreement shall be governed by
the laws of the Sate of Florida, which shall have exclusive jurisdiction over
any claims or disputes arising from the subject matter contained herein without
regard to any conflict of laws provision.

    


    10.              COMPLETE
AGREEMENT

    


    This Agreement constitutes the
complete and exclusive agreement between the parties hereto which supersedes all
proposals, oral and written, and all other communications between the parties
relating to the subject matter contained herein.

    


    11.              SEVERABILITY

    


    If any of the provisions of this
Agreement are held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


    
      
         


      

      
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    12.              EXECUTORS,
ADMINISTRATORS, SUCCESSORS AND ASSIGNS

    


    This Agreement may not be assigned,
transferred or otherwise inure to the benefit of any third person, firm or
corporation by operation of law or otherwise, without the written consent by the
other party hereto, except as herein specifically provided to the
contrary.

    


    13.              MODIFICATION

    


    This Agreement may only be amended,
varied or modified by a written document executed by the parties
hereto.

    


    14.              FURTHER
INSTRUMENTS

    


    The parties hereto agree to execute
and deliver, or cause to be executed and delivered, such further instruments or
documents and take such other action as may be required to effectively carry out
the transactions contemplated herein.

    


    15.              INDEMNIFICATION

    


    In addition to any liability
insurance to be provided the Executive hereunder, AGI will indemnify and hold
harmless the Executive from any and all claims,
demands, suits, actions or judgments which hereafter may by asserted, instituted
or recorded by any person, firm or corporation for the duration of this
Agreement and for a six (6) year period following the termination of said
Agreement as defined in paragraph 4. The foregoing indemnity shall be
enforceable only with respect to claims made against Executive with respect to
all expenses, losses, charges and attorney's fees sustained or incurred by the
Executive in defending any suit, action or other proceeding brought against the
Executive, directly or indirectly, arising out of Executive's employment by
AGI.

    



    
      
         


      

      
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             IN
WITNESS WHEREOF, the parties hereto have executed this Agreement this _____ day
of June, 2008.

    


    


    THE
AMACORE GROUP, INC.

    


    


    


    By:______________________________

    Clark A. Marcus

    Chief Executive Officer

    


    


    


    


    


    By:______________________________

                  Scott
Smith

    



    
      
         


      

      
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    THE
AMACORE GROUP, INC.

    


    EMPLOYEE
CONFIDENTIALITY AGREEMENT

    


    


    


    AGREEMENT made this _______ day of
____________, 200__, by and between _______________________________ (hereinafter
called the “Employee”) and The Amacore Group, Inc., a corporation organized and
existing under the laws of the State of Delaware (hereinafter called the
“Company”) and acting in this Agreement on its own behalf and on behalf of all
of its subsidiaries, both direct and indirect, now or hereafter existing
(hereinafter collectively called the “Company”).

    


    In consideration of the Company
agreeing to employ the Employee as an employee, as a specific condition thereof
and for other good and valuable consideration to be received by Employee from
the Company during the course of such services, Employee agrees as
follows:

    


    1.           Employee
acknowledges that certain, if not all, of the valuable confidential information
which belongs to the Company and which the Company considers to be its trade
secrets will be made available to the Employee by virtue of services rendered
and to be rendered by Employee to the Company.  In addition, the
Employee may develop or may have developed other confidential information during
the course of Employee’s tenure with the Company.

    


    2.           Employee
hereby agrees to keep confidential and to not, directly or indirectly, use for
himself/herself, or otherwise disperse or disseminate to any third party,
without the written permission from the Chief Executive Officer of The Amacore
Group, Inc. all information and documentation received by the undersigned which
information and documentation is indicated by the Company to be of a
confidential nature.  Said information will include, but not be
limited to provider, vendor and/or customer lists supplied to the Employee in
connection with business currently being conducted by The Amacore Group, Inc.
and all forms of contracts supplied to the Employee by the
Company.  Employee further agrees to keep confidential all aspects of
the Company’s computer software systems including system documentation, training
manuals, software code, screen prints and any other materials either written or
oral which would disclose the programming or operation of the system.The
designation of “CONFIDENTIAL” by the Company upon documents supplied by the
Company to the Employee shall be deemed    conclusive for
purposes of determining whether or not documents supplied by the Company to the
Employee are to be determined confidential.


    
      
         


      

      
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    3.           Employee
shall not publish or cause to be published any articles, oral presentations or
materials related to the business or activities of the Company without first
obtaining the written consent of the Company.

    


    4.           Employee
agrees to disclose promptly to the Company all inventions, discoveries,
improvements and business or marketing concepts related to
the  business and/or contemplated business or activities of the
Company which are conceived or made by Employee, either alone or in conjunction
with others, at any time or place, during the period of Employee’s tenure with
the Company including inprovements or betterments to the Company’s software
systems

    


    5.           All
inventions, discoveries, improvements, business or marketing concepts relating
to the Company created by Employee, either alone or with others, during
Employee’s tenure with the Company shall, from inception, be the exclusive
property of the Company or its nominee.  During the course of
employment and for a ten-month period thereafter, whenever requested to do so by
the Company, Employee shall execute, at the Company’s expense, any and all
applications, assignments or other documents with the Company as the Company
shall determine necessary to confirm the foregoing and/or to apply for and
obtain letters patent to protect the Company’s interest in such inventions,
discoveries and improvements and business or marketing concepts.  The
burden of proving date of conception after employment shall be on
Employee.

    


    6.           Upon
termination of services, Employee shall promptly deliver to the Company all
drawings, blueprints, manuals, letters, contracts, agreements, notes, notebooks,
records, reports, memoranda, computer diskettes, computer programs, formulas and
all other materials relating to the Company’s business, including all copies
thereof, which are in the possession or under the control of
Employee.

    


    7.           The
terms of this Agreement shall survive the termination and/or expiration
hereof.

    


    8.           Upon
the termination of Employee’s services to the Company, for any reason
whatsoever, Employee agrees that he/she will not, within the United States,
directly or indirectly disclose or copy any confidential information of the
Company as described in this agreement existing at any time during his/her
tenure hereof, whether said confidential information  is considered
fully developed or in the development stage (herein sometimes called a
“Product”).  Additionally, Employee agrees that for  a two
(2)  year period, to not solicit, hire or cause to be hired by any
other person, firm or corporation any then current employee or independent sales
agent of the Company or solicit or accept any business from any entity which is
a customer or vendor of the Company or which was a customer or vendor of the
Company during Employee’s tenure with the Company if such business involves,
within the United States, a Product of the Company without the prior written
consent of the Chief Executive Officer of the Amacore Group Inc..

    



    
      
         


      

      
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    9.           Employee
acknowledges that his/her services to the Company are unique and that the
confidential information which will be divulged to the Employee will be of such
nature that the divulging of same by Employee to any other person, firm or
corporation or the utilization thereof by Employee, in breach of his/her
undertaking thereunder could cause the Company irreparable harm or damage for
which the Company cannot be entirely compensated by an aware of money
damages.  It is therefore agreed that in addition to any other relief
or remedy which may be available to the Company in the event of the breach by
Employee of his confidential undertaking, the Company may seek as against the
Employee injunctive relief, and the Employee agrees that in the event such an
action is commenced by the Company against Employee which alleges, in whole or
in part, a breach or threatened breach by Employee of his confidential
undertaking, to consent, and he/she does hereby consent, to the issuance by the
Court to a preliminary injunction in favor of the Company restraining the
Employee from breaching his/her confidential undertaking as set forth herein
pending a final determination of such judicial proceeding.  The
provisions hereof shall survive the termination or expiration of this
Agreement.

    


    10.           This
Agreement shall be governed by the laws of the State of Florida, as applied by
the courts of Florida which courts (either State or Federal) shall have
exclusive subject matter in personam jurisdiction over the parties and any
claims or disputes arising from the subject matter contained herein with regard
to any conflict of law provision and the parties hereto.

    


    


    


    


    Signed:                   ______________________________________

    


    


    ______________________________________

    (print name)

    


    


    


    Dated:                        ______________________________________

    


     

     

     

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