EMPLOYMENT
      AGREEMENT

    


    This
      EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 27th day December,
      2006, by and among Migo Software, Inc., a Delaware corporation (the "Company")
      and Michael Hummell (the "Executive").

    


    RECITALS

    


    The
      Company desires to employ Executive as Senior Vice President, Business
      Development, and Executive desires to be so employed by the Company on the
      terms
      and subject to the conditions hereinafter set forth.

    


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

    


    1.     Employment
      Agreement.
      On the
      terms and conditions set forth in this Agreement, the Company agrees to employ
      the Executive and the Executive agrees to be employed by the Company for the
      Employment Period set forth in Section 2 hereof and in the position and with
      the
      duties set forth in Section 3 hereof. Terms used herein with initial
      capitalization are defined in Section 21

    below.

    


    2.     Term.
      The
      initial term of employment under this Agreement shall be for a term (the
      "Initial Term") from January 1, 2007 through and including December 31, 2007.
      Unless either party terminates the Executive's employment by way of written
      notice in accordance with Section 11 given to the other party at least 30 days
      prior to the Expiration Date, the term of employment thereafter shall be
      extended indefinitely, unless and until either party provides 30 days written
      notice to the other party in accordance with Section 11 that such indefinite
      term shall end at the end of such 30 day notice period. The parties' obligations
      under Sections 7, 9, 10 and 11 hereof shall survive the expiration or
      termination of the Employment Period.

    


    3.     Position
      and Duties.
      The
      Executive shall serve as Senior Vice President, Business Development of the
      Company during the Employment Period. As Senior Vice President, Business
      Development of the Company, the Executive shall render executive, policy and
      other management services to the Company of the type customarily performed
      by
      persons serving in a similar capacity. The Executive shall perform such duties
      as the Chairman of the Board may from time to time reasonably determine and
      assign to the Executive provided that such duties do not constitute a material
      departure from the services and responsibilities routinely provided by the
      Executive. The Executive shall devote the Executive's reasonable best efforts
      and substantially full business time to the performance of the Executive's
      duties and the advancement of the business and affairs of the Company during
      the
      Employment Period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.     Place
      of Performance.
      In
      connection with the Executive's employment by the Company during the Employment
      Period, the Executive's primary place of employment and work location shall
      be
      as designated by the Company except for reasonable travel on Company
      business.

    


    5.     Compensation.

    


    (a)     Base
      Salary and Bonus.
      During
      the Employment Period, the Company shall pay to the Executive an annual base
      salary (the "Base Salary"), which initially shall be at the rate of $200,000.00
      per year. The Base Salary shall be reviewed no less frequently than annually
      and
      may be increased (and not decreased, other than in an across-the-board reduction
      in the base salaries of all or substantially all of the employees of Company's
      services business in the United States) at the discretion of the Board. If
      the
      Executive's Base Salary is increased, the increased amount shall be the Base
      Salary for the remainder of the Employment Period. The Base Salary for the
      2007
      year shall be payable as follows: $100,000 by way of the loan described in
      paragraph (b) below and the remaining $100,000 in monthly or in such other
      installments as shall be consistent with the Company's payroll procedures in
      effect from time to time. In addition to the Base Salary, Executive shall be
      eligible for an annual bonus in the discretion of the Compensation Committee
      of
      the Board of Directors, and shall be based upon factors related to the
      Executive's performance and the success of the business, as established by
      the
      Compensation Committee.

    


    (b)     Loan.
      Simultaneously with the execution of this Agreement, the Company shall loan
      Executive the sum of $100,000 to be represented by a Promissory Note delivered
      by Executive to the Company. The Company agrees to forgive one-twenty fourth
      (1/24) of the principal balance of the Note as of the end of each bi-monthly
      pay
      period of employment during 2007, such that the Note will be forgiven in full
      upon the completion of one year of employment with the Company.

    


    (c)     Stock
      Option Grants.
      During
      the Employment Period, the Executive shall be eligible to participate in the
      Company’s Stock Option Plan in accordance with the terms and conditions therein.
      As of the Effective Time, the Executive shall be granted initial stock options
      for 200,000 shares of common stock of the Company at an exercise price of $0.20
      per share. Said stock options shall be subject to the following vesting: (i)
      33%
      of such options shall vest 12 months after the date hereof; (ii) the remaining
      options shall vest monthly over a period of 24 months (subject to accelerated
      vesting)); (iii) Accelerated Vesting shall occur if Executive is terminated
      not
      for Good Cause (as defined below), if Executive resigns for Good Reason (as
      defined below), or upon a Change of Control (as defined in the Stock Option
      Plan). 

    


    (d) 
Benefits.
      During
      the Employment Period, the Executive will be entitled to all employee benefits
      and perquisites made available to similarly situated senior executive employees
      of the Company. Nothing contained in this Agreement shall prevent the Company
      from changing carriers or from effecting modifications in insurance coverage
      for
      the Executive.

     

    
      
         

      

      
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    (e)     
Vacation;
      Holidays.
      The
      Executive shall be entitled to all public holidays observed by the Company
      and
      vacation days in accordance with the applicable vacation policies for senior
      executives of the Company, which shall be taken at a reasonable time or
      times.

    


    (f)      
      Withholding Taxes and Other Deductions.
      To the
      extent required by law, the Company shall withhold from any payments due to
      the
      Executive under this Agreement any applicable federal, state or local taxes
      and
      such other deductions as are prescribed by law or Company policy.

    


    6.     Expenses.
      The
      Executive is expected and is authorized, subject to the business expense
      policies as determined by the Board, to incur reasonable expenses in the
      performance of his duties hereunder, including the costs of entertainment,
      travel, and similar business expenses incurred in the performance of his duties.
      The Company shall promptly reimburse the Executive for all such expenses in
      accordance with Company policy.

    


    7.     Confidentiality;
      Work Product.

    


    (a)     
       Information.
      The
      Executive acknowledges that the information, observations and data obtained
      by
      the Executive concerning the business and affairs of the Company and its
      Affiliates and their predecessors during the course of the Executive's
      performance of services for, or employment with, any of the foregoing persons
      (whether or not compensated for such services) are the property of the Company
      and its Affiliates, including information concerning acquisition opportunities
      in or reasonably related to the business or industry of the Company or its
      Affiliates of which the Executive becomes aware during such period. Therefore,
      the Executive agrees that he will not at any time (whether during or after
      the
      Employment Period) disclose to any unauthorized person or, directly or
      indirectly, use for the Executive's own account, any of such information,
      observations, data or any Work Product or Copyrightable Work (as defined below)
      without the Board's consent, unless and to the extent that the aforementioned
      matters become generally known to and available for use by the public other
      than
      as a direct or indirect result of the Executive's acts or omissions to act
      or
      the acts or omissions to act of other senior or junior management employees
      of
      the Company and its Affiliates. The Executive agrees to deliver to the Company
      at the termination of the Executive's employment, or at any other time the
      Company may request in writing (whether during or after the Employment Period),
      all memoranda, notes, plans, records, reports and other documents, regardless
      of
      the format or media (and copies thereof), relating to the business of the
      Company and its Affiliates and their predecessors (including, without
      limitation, all acquisition prospects, lists and contact information) which
      the
      Executive may then possess or have under the Executive's control.

    


    (b)     Intellectual
      Property.
      The
      Executive acknowledges that all inventions, innovations, improvements,
      developments, methods, designs, analyses, drawings, reports, trade secrets,
      know-how, ideas, computer programs, and all similar or related information
      (whether or not patentable) that relate to the actual or anticipated business,
      research and development or existing or future products or services of the
      Company or its Affiliates that are conceived, developed, made or reduced to
      practice by the Executive while employed by the Company or any of its
      predecessors ("Work Product") belong to the Company and the Executive hereby
      assigns, and agrees to assign, all of the Executive's rights, title and interest
      in and to the Work Product to the Company. Any copyrightable work
      ("Copyrightable Work") prepared in whole or in part by the Executive in the
      course of the Executive's work for any of the foregoing entities shall be deemed
      a "work made for hire" under the copyright laws, and the Company shall own
      all
      rights therein. To the extent that it is determined, by any authority having
      jurisdiction, that any such Copyrightable Work is not a "work made for hire,
      "
      the Executive hereby assigns and agrees to assign to Company all the Executive's
      rights, title and interest, including without limitation, copyright in and
      to
      such Copyrightable Work, The Executive shall promptly disclose such Work Product
      and Copyrightable Work to the Board and perform all actions reasonably requested
      by the Board (whether during or after the Employment Period) to establish and
      confirm the Company's ownership (including, without limitation, assignments,
      consents, powers of attorney and other instruments).

     

    
      
         

      

      
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    (c)     
      Enforcement.
      The
      Executive acknowledges that the restrictions contained in Section 7(a) hereof
      are reasonable and necessary, in view of the nature of the Company's business,
      in order to protect the legitimate interests of the Company, and that any
      violation thereof would result in irreparable injury to the Company. Therefore,
      the Executive agrees that in the event of a breach or threatened breach by
      the
      Executive of the provisions of Section 7(a) hereof, the Company shall be
      entitled to obtain from any court of competent jurisdiction, preliminary or
      permanent injunctive relief restraining the Executive from disclosing or using
      any such confidential information. Nothing herein shall be construed as
      prohibiting the Company from pursuing any other remedies available to it for
      such breach or threatened breach, including, without limitation, recovery of
      damages from the Executive.

    


    8.     Termination
      of
      Employment.

    


    (a)     Permitted
      Terminations.
      The
      Executive's employment hereunder may be terminated during the Employment Period
      without any breach of this Agreement only under the following
      circumstances:

    


      
      (i)     Death.
      The
      Executive's employment hereunder shall

    terminate
      upon the Executive's death;

    


      
      (ii)     By
      the
      Company.
      The
      Company may terminate the Executive's employment:

    


      (A) if
      the
      Executive shall have been unable to perform all of the Executive's duties
      hereunder by reason of illness, physical or mental disability or other similar
      incapacity, which inability shall continue for more than three consecutive
      months ("Disability");

     

    
      
         

      

      
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      (B) for
      Cause; or

    


      
      (iii)   
By
      the
      Executive.
      The
      Executive may terminate his

    employment
      with the Company for Good Reason.

    


    (b)     
      Termination.
      Any
      termination of the Executive's employment by the Company or the Executive (other
      than because of the Executive's death) shall be communicated by written Notice
      of Termination to the other party hereto in accordance with Section 11 hereof.
      For purposes of this Agreement, a "Notice of Termination" shall mean a notice
      which shall indicate the specific termination provision in this Agreement relied
      upon, if any, and shall set forth in reasonable detail the facts and
      circumstances claimed to provide a basis for termination of the Executive's
      employment under the provision so indicated. Termination of the Executive's
      employment shall take effect on the Date of Termination.

    


    9.     Compensation
      Upon Termination.

    


    (a)     Death.
      If the
      Executive's employment is terminated during the Employment Period as a result
      of
      the Executive's death, (i) the Company shall pay to the Executive's estate,
      or
      as may be directed by the legal representatives of such estate, the Executive's
      pro rata Base Salary through the Date of Termination and all other unpaid
      amounts, if any, to which the Executive is entitled as of the Date of
      Termination in connection with any fringe benefits or under any bonus or
      incentive compensation plan or program of the Company, at the time such payments
      are due, and (ii) the Company shall not have any further obligations to the
      Executive under this Agreement (other than pursuant to any life insurance policy
      for the benefit of the Executive). 

    


    (b)     Disability.
      If the
      Company terminates the Executive's employment during the Employment Period
      because of the Executive's Disability, (i) the Company shall pay the Executive
      the Executive's pro rata Base Salary through the Date of Termination and all
      other unpaid amounts, if any, to which the Executive is entitled as of the
      Date
      of Termination in connection with any fringe benefits or under any bonus or
      incentive compensation plan or program of the Company, at the time such payments
      are due, and (ii) the Company shall not have any further obligations to the
      Executive under this Agreement (other than with respect to any disability policy
      maintained for the benefit of the Executive).

    


    (c)     By
      the
      Company for Cause.
      If the
      Company terminates the Executive's employment during the Employment Period
      for
      Cause or if the Executive voluntarily terminates the Executive's employment
      during the Employment Period without Good Reason, (i) the Company shall pay
      the
      Executive the Executive's pro rata portion of the Executive's Base Salary
      through the Date of Termination and all other unpaid amounts, if any, to which
      Executive is entitled as of the Date of Termination in connection with any
      fringe benefits or under any bonus or incentive compensation plan or program
      of
      the Company, at the time such payments are due, (ii) the Executive shall fully
      and immediately forfeit the Executive's rights with respect to any and all
      outstanding stock options granted to the Executive and which have not yet become
      vested and (iii) the Company shall not have any further obligations to the
      Executive under this Agreement.

     

    
      
         

      

      
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    (d)     By
      the
      Company without Cause; By the Executive for Good Reason.
      If the
      Company terminates the Executive's employment other than for Cause, disability
      or death, or the Executive terminates his employment for Good Reason, (i) the
      Company shall pay the Executive the Executive's pro rata portion of Base Salary
      through the Date of Termination and all other accrued but unpaid amounts, if
      any, to which the Executive is entitled as of the Date of Termination in
      connection with any fringe benefits or under any bonus or incentive compensation
      plan or program of the Company, at the time such payments are due, (ii) the
      options of Executive shall become fully vested and non-forfeitable as of the
      Date of Termination, (iii) the Company shall pay the Executive an amount equal
      to one month’s Base Salary, and (iv) the Company shall not have any further
      obligations to the Executive under this Agreement (except as otherwise set
      forth
      in this Agreement). For purposes of clarity, it is understood and agreed between
      the parties that no further accrual of pension or 401(k) benefits shall be
      provided to the Executive (other than earnings on existing accounts and
      balances) after the Date of Termination.

    


    10.           
      Non-competition
      and Non-solicitation.

    


    (a)              
      Non-competition.
      The
      Executive acknowledges that in the course of his employment with the Company
      and
      its Affiliates and their predecessors, he has and will continue to become
      familiar with the trade secrets of, and other confidential information
      concerning, the Company and its Affiliates, that the Executive's services will
      be of special, unique and extraordinary value to the Company and its Affiliates
      and that the Company's ability to accomplish its purposes and to successfully
      pursue its business plan and compete in the marketplace depend substantially
      on
      the skills and expertise of the Executive. Therefore, and in further
      consideration of the compensation being paid to the Executive hereunder, the
      Executive agrees that, during the Employment Period and for a period of 12
      months following the Executive's termination of employment with the Company
      for
      any reason, he shall not directly or indirectly own, manage, control,
      participate in, consult with, render services for, or in any manner engage
      in
      any business competing with the Stomp
      Business as currently conducted, the Stomp Business being the sale of
      software
      solutions for home and business users for (i) Internet security and
      privacy; (ii) data protection and disaster recovery; and (iii) PC
      performance and reliability utilities in
      any
      country where the Company or its Affiliates currently conducts business.
      Notwithstanding the foregoing, the ownership by the Executive of not more than
      1% of the outstanding shares of any publicly held company shall not violate
      the
      provisions of this Section 10 so long as the Executive is not otherwise involved
      in the management or operation of such publicly held company.

    


    (b)     Non-solicitation.
      During
      the Employment Period and for a period of 18 months following the Executive's
      termination of employment with the Company for any reason, the Executive shall
      not directly or indirectly through another entity (i) induce or attempt to
      induce any employee of the Company or any Affiliate to leave the employ of
      the
      Company or such Affiliate, or in any way willfully interfere with the
      relationship between the Company or any Affiliate and any employee thereof,
      (ii)
      induce or attempt to induce any customer, supplier, licensee or other business
      relation of the Company or any Affiliate to cease doing business with the
      Company or such Affiliate, or in any way interfere with the relationship between
      any such customer, supplier, licensee or business relation and the Company
      or
      any Affiliate or (iii) initiate or engage in any discussions regarding an
      acquisition of, or the Executive's employment (whether as an employee, an
      independent contractor or otherwise) by, any businesses in which the Company
      or
      any of its Affiliates has entertained discussions or has requested and received
      information relating to the acquisition of such business by the Company or
      its
      Affiliates upon or within the 18-month period prior to the Date of
      Termination.

     

    
      
         

      

      
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    (c)     Enforcement.
      If, at
      the time of enforcement of this Section 10, a court holds that the restrictions
      stated herein are unreasonable under circumstances then existing, the parties
      hereto agree that the maximum duration, scope or geographical area reasonable
      under such circumstances shall be substituted for the stated period, scope
      or
      area and that the court shall be allowed to revise the restrictions contained
      herein to cover the maximum duration, scope and area permitted by law. Because
      the Executive's services are unique and because the Executive has access to
      confidential information, the parties hereto agree that money damages would
      be
      an inadequate remedy for any breach of any provision of this Agreement.
      Therefore, in the event of a breach or threatened breach by the Executive of
      any
      provision of this Agreement, the Company may, in addition to other rights and
      remedies existing in its favor, apply to any court of competent jurisdiction
      for
      specific performance and/or injunctive or other relief in order to enforce,
      or
      prevent any violations of, the provisions hereof (without posting a bond or
      other security).

    


    11.    Notices.
      All
      notices, demands, requests or other communications required or permitted to
      be
      given or made hereunder shall be in writing and shall be delivered, telecopied
      or mailed by first class registered or certified mail, postage prepaid, to
      the
      Company: at its principal office location; and to the Executive: at his address
      as listed on the Company's then current payroll; or to such other address as
      may
      be designated by either party in a notice to the other. Each notice, demand,
      request or other communication that shall be given or made in the manner
      described above shall be deemed sufficiently given or made for all purposes
      three days after it is deposited in the U.S. mail, postage prepaid, or at such
      time as it is delivered to the addressee (with the return receipt, the delivery
      receipt, the answer back or the affidavit of messenger being deemed conclusive
      evidence of such delivery) or at such time as delivery is refused by the
      addressee upon presentation.

    


    12.    Severability.
      The
      invalidity or unenforceability of any one or more provisions of this Agreement
      shall not affect the validity or enforceability of the other provisions of
      this
      Agreement, which shall remain in full force and effect.

     

    
      
         

      

      
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    13.    Survival.
      It is
      the express intention and agreement of the parties hereto that the provisions
      of
      Sections 7, 9 10 and 11 hereof shall survive the termination of employment
      of
      the Executive. In addition, all obligations of the Company to make payments
      hereunder shall survive any termination of this Agreement on the terms and
      conditions set forth herein.

    


    14.    Assignment.
      The
      rights and obligations of the parties to this Agreement shall not be assignable
      or delegable, except that (i) in the event of the Executive's death, the
      personal representative or legatees or distributees of the Executive's estate,
      as the case may be, shall have the right to receive any amount owing and unpaid
      to the Executive hereunder and (ii) the rights and obligations of the Company
      hereunder shall be assignable and delegable in connection with any subsequent
      merger, consolidation, sale of all or substantially all of the assets of the
      Company or similar reorganization of a successor corporation.

    


    15.    Binding
      Effect.
      Subject
      to any provisions hereof restricting assignment, this Agreement shall be binding
      upon the parties hereto and shall inure to the benefit of the parties and their
      respective heirs, devisees, executors, administrators, legal representatives,
      successors and assigns.

    


    16.    Amendment
      Waiver.
      This
      Agreement shall not be amended, altered or modified except by an instrument
      in
      writing duly executed by the parties hereto. Neither the waiver by either of
      the
      parties hereto of a breach of or a default under any of the provisions of this
      Agreement, nor the failure of either of the parties, on one or more occasions,
      to enforce any of the provisions of this Agreement or to exercise any right
      or
      privilege hereunder, shall thereafter be construed as a waiver of any subsequent
      breach or default of a similar nature, or as a waiver of any such provisions,
      rights or privileges hereunder.

    


    17.    Headings.
      Section
      and subsection headings contained in this Agreement are inserted for convenience
      of reference only, shall not be deemed to be a part of this Agreement for any
      purpose, and shall not in any way define or affect the meaning, construction
      or
      scope of any of the provisions hereof.

    


    18.    Governing
      Law.
      This
      Agreement, the rights and obligations of the parties hereto, and any claims
      or
      disputes relating thereto, shall be governed by and construed in accordance
      with
      the laws of the State of California (but not including the choice of law rules
      thereof).

    


    19.    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties respecting the
      employment of the Executive there being no representations, warranties or
      commitments except as set forth herein.

    


    20.    Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be an
      original and all of which shall be deemed to constitute one and the same
      instrument.

     

    
      
         

      

      
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    21.    Definitions.

    


    "Affiliates"
      means any entity, as may from time to time be designated
      by the Board, that is a subsidiary corporation of the Company, and each other
      entity directly or indirectly controlling or controlled by or under common
      control with the Company. For purposes of this definition, "control" means
      the
      power to direct the management and policies of such entity, whether through
      the
      ownership of voting securities, by contract or otherwise; and the terms
      "controlling" and "controlled" have meaning correlative to the
      foregoing.

    


    "Board"
      means the board of directors of Company or its delegate.

    


    "Cause"
      means (i) the Executive's commission of a felony or crime involving moral
      turpitude or the commission of any other act or omission involving dishonesty
      or
      fraud with respect to the Company or any of its Affiliates or any of their
      customers or suppliers, (ii) the Executive's conduct which brings the Company
      or
      any Affiliate into substantial public disgrace or disrepute, (iii) the
      Executive's substantial and repeated failure to perform duties of the office
      held by the Executive as reasonably directed by the Board, and such failure
      is
      not cured within 30 days after the Executive receives written notice thereof
      from the Board, (iv) gross negligence or willful misconduct in the performance
      of his duties for the Company or any of its Affiliates, or (v) the Executive's
      substantial failure to achieve annual performance goals as determined by the
      Board and agreed to by the Executive; or (vi) the Executive's breach of Section
      7 or 10 of this Agreement.

    


    "Company"
      means Migo Software, Inc. and its successors and assigns.

    


    "Date
      of
      Termination" means (i) if the Executive's employment is terminated by the
      Executive's death, the date of the Executive's death; (ii) if the Executive's
      employment is terminated because of the Executive's Disability, 30 days after
      Notice of Termination, provided that the Executive shall not have returned
      to
      the performance of the Executive's duties on a full-time basis during such
      30-day period; (iii) if the Executive's employment is terminated by the Company
      for Cause, the date specified in the Notice of Termination; or (iv) if the
      Executive's employment is terminated during the Employment Period for any other
      reason, the date on which Notice of Termination is given.

    


    "Good
      Reason" means, in the absence of a written consent of the Executive: (i) any
      failure by the Company to comply with any of the provisions of Section 5 of
      this
      Agreement, other than an isolated, insubstantial or inadvertent failure not
      occurring in bad faith and which is remedied by the Company within 10 days
      after
      receipt of notice thereof given by the Executive; or (ii) within the Employment
      Period the Company's requiring the Executive, without Executive's consent,
      to be
      based at any office or location more than 50 miles from that identified in
      Section 4 hereof.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the undersigned have duly executed this Agreement,
      or have caused this Agreement to be duly executed on their behalf, as of the
      day
      and year first hereinabove written.

     

    
      	MIGO SOFTWARE, INC.	 	 	Executive
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	
              

              Its: 	 	 	
              
MICHAEL
              HUMMELL
	
              

            	 	 	 

     

    
      
         

      

      
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