EXHIBIT 10.10





Amendment
(First) toEXECUTIVE EMPLOYMENT AGREEMENT



THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this "Amendment")
is made between Epazz, Inc., an Illinois corporation (the “Company"), and Shaun Passley (“Executive”) (collectively
sometimes referred to as the “Parties” and individually sometimes referred to as a “Party”). Unless otherwise
indicated, all references to Sections are to Sections in this Agreement. This Amendment is effective as of June 15, 2013.





It is mutually understood and agreed by and between the undersigned
contracting parties to amend the previously executed agreement as follows effective June 15, 2013:



Section 3(a) changed as of June 15, 2013



From:



3(a) Base Salary - The Company shall pay Executive a minimum
base salary, as may be adjusted from time to time, equal to $180,000 per year (the “Salary”), beginning
on the Effective Date of this Agreement and ending at the end of the Term or upon the termination of this Agreement as provided
below. A total of $30,000 of the Salary shall be payable yearly on the anniversary date of the Effective Date in cash. A total
of $150,000 of the Salary shall be payable yearly, on each anniversary of the Effective Date in of the Company’s Class A
Common Stock (“Shares”), at the rate of $0.006 per share (the “Share Price”)(i.e.,
25,000,000 Shares per year or 250,000,000 Shares in aggregate)(the “Salary Shares”), which shall be issued
to Executive upon the Parties entry into this Agreement and shall vest to Executive pursuant to the schedule above each year that
Executive continues to be employed hereunder, subject in all cases to the Vesting Date (i.e., final vesting shall not occur until
both the Vesting Date has occurred and the shares have vested pursuant to this Section 3(e)).





TO:



3(a) Base Salary - The Company shall pay Executive a minimum
base salary, as may be adjusted from time to time, equal to $180,000 per year (the “Salary”), beginning
on the Effective Date of this Agreement and ending at the end of the Term or upon the termination of this Agreement as provided
below, and hereby amended to $250,000 in total during the first year of the agreement. A total of $100,000 shall be payable in
the first year of the agreement, and $30,000 of the Salary shall be payable yearly thereafter on the anniversary date of the Effective
Date in cash. A total of $150,000 of the Salary shall be payable yearly, on each anniversary of the Effective Date in shares of
the Company’s Class A Common Stock (“Shares”), at the rate of $0.006 per share (the “Share
Price”)(i.e., 25,000,000 Shares per year or 250,000,000 Shares in aggregate)(the “Salary Shares”),
which shall be issued to Executive upon the Parties entry into this Agreement and shall vest to Executive pursuant to the schedule
above each year that Executive continues to be employed hereunder, subject in all cases to the Vesting Date (i.e., final vesting
shall not occur until both the Vesting Date has occurred and the shares have vested pursuant to this Section 3(e)).



All other terms and conditions that are not hereby amended are
to remain in full force and effect.



IN WITNESS WHEREOF, the parties hereto have executed and delivered
this amendment with legal and binding effect as of August 16, 2013





|EPAZZ, INC.:                |  | EXECUTIVE:        | 
|--------------------------- |  | ----------------- | 
|                            |  |                   | 
|By: /s/ Shaun Passley       |  | /s/ Shaun Passley | 
|Its: President              |  | Shaun Passley     | 
|Printed Name: Shaun Passley |  |                   | 
|                            |  |                   | 
|Date: 8/16/2013             |  | Date: 8/16/2013   |