RESTATED


EMPLOYMENT
AGREEMENT
 
 
 AGREEMENT made as of the 6th day of
December, 2007 by and between  Clark A. Marcus, an individual residing
in Tampa, Florida (hereinafter  referred to as "Executive") and THE
AMACORE GROUP, INC., a Delaware  corporation with offices in Tampa,
Florida (hereinafter called the “Company").
 
 W
I T N E S S E T H
 
 WHEREAS, the Company and
Executive wish to modify Executive’s Employment Agreement with the Company;
and
 
 WHEREAS, the Board of Directors, at
its December 6, 2007 meeting, has approved the modifications desired;
and
 
 WHEREAS, the parties wish to restate
the Employment Agreement so that same incorporates the modifications;
and
 
 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)
Company hereby retains Executive as Company's Chief Executive  Officer
("CEO")for period of six (6) years, commencing on the date hereof (the
"Employment Period"), subject to earlier termination as hereinafter provided, to
render his services to Company upon the terms and conditions herein contained,
in such executive capacity. In such executive capacity, Executive shall report
and be responsible only to the Company's Board of Directors.  During
the Employment Period, Executive shall also serve as general legal counsel to
the Company.  Executive shall also serve on the Company's Board of
Directors as its Chairman for a term equal to the term of this
Agreement.
 
 (b)
Executive hereby accepts the foregoing employment and agrees to render his
services to 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, the Company agrees to provide Executive with a support staff
reasonably required by Executive so as to enable him to carry out such duties.
Notwithstanding the foregoing, Executive shall be permitted to maintain his
professional practice provided same does not require him to be absent from the
Company's offices, on the average, more than one day per week.
  
  
 (c)  Notwithstanding
the foregoing, the term of Executive’s employment shall be extended from time to
time until such time as Executive receives from the Company his full
compensation for a consecutive one-year period and continuously thereafter for
the remaining term.  Employment shall be automatically extended at the
end of the original term for additional six (6) year terms unless terminated
pursuant to the provisions hereof.
 
 2.              Compensation
 
 (a)
During the first year of the term of this Agreement, Executive shall receive
base compensation of $707,972 for all services to be rendered pursuant to this
Agreement, payable in accordance with the general payroll practices of the
Company as from time to time in effect, less such  deductions or
amounts as shall be required to be withheld by applicable law
or  regulation. On each yearly anniversary date of the execution of
this Agreement  (hereinafter sometimes called the "Anniversary Date,"
in each yearly instance) the 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 higher of fifteen (15) percent per year or an amount equal to the percentage
increase in the Consumer Price Index or such other similar index reflective of
the cost of living increase in the Tampa Bay, Florida metropolitan area from the
beginning of 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.
The 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 three (3) percent of the Company'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
four (4) percent of the Company's pre-tax profits over one-million dollars and
up to two-million dollars of such profits; plus five (5) percent of all pre-tax
profits over two-million dollars up to three-million dollars; plus six (6)
percent of all pre-tax profits over three-million dollars up to four-million
dollars, and seven (7) percent 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)
During the Employment Period, the Company agrees to obtain and pay the premiums
for life, travel and accident insurance (with a double indemnity provision) in
the amount of five (5) times Executive's then base compensation, with the
beneficiary to be designated by Executive. Executive and Company further agree
that the Company may obtain such other insurance on Executive as the Company may
determine, it being understood that Company shall be able to designate the
beneficiary of any such insurance. The Company also agrees to obtain and
maintain throughout the term of Executive's employment with the Company, a
directors' and officers' liability insurance policy as may be mutually agreed
upon between Executive and the Company provided same should be a “no deductible”
policy as to Executive and malpractice insurance.
 
 (c)
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.
 
 (d)
Executive shall be entitled (subject to the terms and conditions of particular
plans and programs) to all fringe benefits afforded to other senior executives
to the Company, 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
the Company.
 
 (e)
Company shall pay or reimburse Executive for reasonable expenses incurred in the
performance of his 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
  3.              Disability
 
 (a) Upon
the disability, as defined in subparagraph 3(b) hereof, of Executive during the
Employment Period, Company may, in its sole discretion, terminate Executive's
employment; provided that if the Company 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. Provided, however, in the
event Executive partially perform and discharge the duties previously performed
by him for Company, nothing herein shall prevent the Executive from continuing
his duties in a part-time capacity, at a level of Compensation to be determined
at that time.
 
 (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 Company. If a mutually acceptable person cannot be selected, such
designations shall be made by Executive and Company 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.
 
  4
  4.              Termination
of Employment
 
 (a) (i)
In the event Fifty (50) Percent or more of the equity securities or all or
substantially all of the assets of the Company 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 and in the further event that
Executive's employment is terminated, by either the Company or the Executive,
within twelve (12) months following such event, except if such termination is by
reason of "cause" (as that term is defined at paragraph 4(c) hereafter, or (ii)
in the event Executive terminates his employment by reason of the uncured breach
of this Agreement by Company ("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 five full years of compensation from the date of termination.
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 for "cause", he "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.
 
 (b) In
the event Fifty (50) Percent or more of the equity securities or all or
substantially all of the assets of the Company 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, all unvested securities and
benefits attributable to the Executive will immediately vest.  In
addition, with respect to any securities of the Company or rights to securities
in the Company vesting in Executive as a result of this Article 4, the Company
shall advise Executive by written notice at least four weeks prior to the
Company’s filing of one or more registration statements under the Securities Act
of 1933, as amended (or any successor form covering securities) to be offered
and sold to the public generally, and shall, upon request of Executive, include
in any such registration statement such securities of Executive as he may
request.  The foregoing shall include common stock of the Company to
which Executive may be entitled by way of his exercise of any stock options
and/or the exercise of warrants.
 
  5
  (c)  In
the event of gross misconduct in office by Executive in the performance of his
duties hereunder (which shall hereinafter be referred to as "Termination for
Cause"), Company 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 fifteen (15) days or longer, if reasonably required, to cause
such breach, if such breach is 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.
 
 (d) In
the event Executive resigns or is terminated as an employee of Company and any
of its subsidiaries, Executive hereby agrees that his position(s) as officer and
director of the Company shall automatically end as of the date of his
resignation or termination of employment.
 
 (e)
Anything contained herein to the contrary notwithstanding, Executive may
terminate his employment with Company prior to the expiration of the five-year
period as afore-described, (i) in the event Company does not receive gross
financing of debt or equity in the amount of not less than three million dollars
by December 15, 1994, or (ii) if, without justifiable cause, he is not paid the
compensation due him pursuant to the terms of this Agreement.
 
 5.              CONFIDENTIALITY
 
 (a)
Executive agrees to execute Company's standard form of Confidentiality
Non-Competition Agreement as prepared by Counsel to Company.
 
 (b)
Except if this Agreement is terminated by way of or due to breach of same by the
Company or for reasons specified in subparagraph "d" of Article "4" or
subparagraphs "a", "b" and/or "d" of Article " 6", Executive's covenants
contained herein shall survive the termination or expiration of this
Agreement.
 
 
  6
  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 the Company's business;
 
 (b)
Dissolution of the Company; 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, postage 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.
 
  7
  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.
 
 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 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 Company.
 
 
  8
  
 IN WITNESS WHEREOF, the parties
hereto have executed this Agreement this 6th day of December, 2007.
 
 THE
AMACORE GROUP, INC.
 
 By:/s/ Jay
Shafer
 Jay Shafer
 President
 
 By: 
/s/ Clark A.
Marcus
 Clark A. Marcus