Exhibit 10.1 





AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT 



        THIS
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is
effective as of the 4th day of November, 2008, by and between, Disaboom, Inc.,
a Colorado corporation (the “Employer” or “Company”) and John Walpuck
(the “Executive”) and amends and restates the Executive Employment Agreement
previously entered into between the parties effective as of April 2, 2007 (the
“Original Agreement”). 



RECITALS  



        WHEREAS,
the Executive has agreed to assume additional responsibilities with the Company and the
parties desire to amend and restate the terms of the Original Agreement. 



        WHEREAS,
in order to effect the foregoing, Employer and the Executive wish to enter into this
Agreement on the terms and conditions set forth below. 



AGREEMENT  



        NOW,
THEREFORE, in consideration of the mutual covenants herein contained, and other
good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree to amend and restate the Original Agreement as follows: 



ARTICLE 1 
TERM OF EMPLOYMENT 



        1.1
  Term.   The term of employment hereunder shall commence as of the effective day
first written above and shall continue for a period of three years from that date (the
“Initial Term”).  




        1.2
  Renewal; Non-Renewal Benefits to Executive.   At the end of the term of this
Agreement, and on each anniversary thereafter, the term of Executive’s employment
shall be automatically extended one additional year(each an “Additional Term”)
unless at least 30 days prior to such anniversary, the Executive shall have delivered to
the Employer written notice that the term of the Executive’s employment hereunder
will not be extended. The Employer shall have the right to provide such non-renewal
notice to Executive, on the same terms and conditions.  




        1.3
  Prior Agreements.   The Executive and Employer agree that the Original Agreement and
any and all prior employment agreements and understandings between the Executive and
Employer related to Executive’s employment be and hereby are cancelled and are of no
further force or effect and that no amounts are due and owing to the Executive under any
such agreement. Notwithstanding the foregoing the option agreement between the parties
dated April 2, 2007 is not terminated or amended by this Agreement and shall continue in
full force and effect.  




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ARTICLE 2 
DUTIES OF THE
EXECUTIVE 



        2.1  
Duties.   The Executive shall be employed with the titles of Chief Executive
Officer, President, and interim Chief Financial Officer and with responsibilities and
authorities as are customarily performed by such officers including, but not limited to
those duties as may from time to time be assigned to Executive by the Board of Directors
of Employer. Executive’s responsibilities and authorities for operating policies and
procedures are subject to the general direction and control of the Board of Directors of
the Company. Executive agrees and acknowledges that during the term of this Agreement the
Company may retain a new Chief Financial Officer and that any change in Executive’s
duties as a result of hiring such shall not be construed as a breach of this Agreement or
in any way a change in duties reflecting a termination of the Executive.  




        2.2  
Extent of Duties.   Executive shall devote all of his working time, efforts,
attention and energies to the business of the Employer.  




ARTICLE 3
COMPENSATION
OF THE EXECUTIVE  



        3.1  
Salary.   As compensation for services rendered under this Agreement, the Executive
will receive an annual salary of $200,000 per year, which shall be his base compensation.
Executive’s salary is payable in accordance with Employer’s normal business
practices.  




        3.2  
Annual Bonus.   Executive shall also be eligible for an annual bonus equal to an
amount as reviewed and approved by the Company’s Compensation Committee, which shall
be based on the condition of Employer’s business and results of operations, the
Compensation Committee’s evaluation of Executive’s individual performance for
the relevant period, and the satisfaction of goals that may be established by the
Compensation Committee and/or the Board of Directors of the Employer. Any annual bonus
shall be paid in the Compensation Committee’s and Board of Director’s
discretion.  




        3.3  
Benefits.   Executive shall be entitled to vacation and holidays as customarily
extended to executive employees. Executive shall be entitled to participate in all of
Employer’s employee benefit plans and employee benefits, including any retirement,
pension, profit-sharing, stock option, insurance, hospital or other plans and benefits
which now may be in effect or which may hereafter be adopted, it being understood that
Executive shall have the same rights and privileges to participate in such plans and
benefits as any other executive employee during the term of this Agreement. Participation
in any benefit plans shall be in addition to the compensation otherwise provided for in
this Agreement.  




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        3.4  
Expenses.  




         
        
        a.       
          Executive shall be entitled to prompt reimbursement in accordance with Company
          policy for all reasonable expenses incurred by Executive in the performance of
          his duties hereunder. 



         
        
        b.       
          In addition to the base compensation, the Company shall pay Executive $2,850 per
          month as a housing and travel allowance. The parties agree and acknowledge that
          such allowance is subject to the review and adjustment (including a reduction or
          termination) by the Compensation Committee with such review to occur on the
          first anniversary date of this Agreement. 



        3.5  
Stock Options.   Upon execution of this Agreement, Executive and the Company shall
concurrently execute an option agreement in the form of Exhibit A, evidencing the grant
of an option to Executive to purchase 2,500,000 shares of Company common stock, in
accordance with the terms set forth in the option agreement. During the term of Executive’s
employment, Executive will be eligible to be considered by the Compensation Committee and
the Board of Directors for the grant of additional options to purchase a number of shares
of the Company’s common stock. The terms and conditions of such options, and the
number of shares subject to such option, shall be determined by the Board of Directors in
consultation with the Compensation Committee.  




ARTICLE 4 
NON-COMPETITION;
CONFIDENTIALITY  



        4.1  
During the term of this Agreement, the Executive may make passive investments in
companies generally involved in the Internet industry in which the Company operates,
subject to the terms of paragraph 4.3 hereof, and provided any such investment does not
exceed a 5% equity interest, unless Executive obtains a consent to acquire an equity
interest exceeding 5% by a vote of a majority of the directors.  




        4.2  
Except as provided in paragraphs 4.1 hereof, the Executive may not participate in any
business or other areas of business in which the Company is engaged during the term of
this Agreement except through and on behalf of the Company. The Parties agree and confirm
that for the purposes of paragraph 4.3 below that the Company is currently engaged in the
business of operating web sites that provide a community for people living with
disabilities and provide certain services and products for such persons.  




        4.3  
During the term of this Agreement and for a period of two years after the termination of
this Agreement, the Executive shall not own, manage, operate, control, be employed by,
participate in, or be connected in any manner with the ownership, management, operation
or control of any business which is directly engaged in the type of business conducted by
the Employer at the time this Agreement terminates. In the event of the Executive’s
actual or threatened breach of this paragraph, the Employer shall be entitled to a
preliminary restraining order and injunction restraining the Executive from violating its
provisions. Nothing in this Agreement shall be construed to prohibit the Employer from
pursuing any other available remedies for such breach or threatened breach, including the
recovery of damages from the Executive. Executive agrees that this two year restriction
is reasonable in scope.  




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        4.4  
Executive agrees that unless otherwise agreed to in writing between Executive and
Employer, upon request or at the time of leaving the employ of Employer he will deliver
to the Employer (and will not keep in his possession, recreate, or deliver to anyone
else) any and all devices, books, records, files, forms, memoranda, letters, notes,
notebooks, papers, agreements, customer and supplier lists and identities, customer
information accounts, source codes, object codes, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, flow-charts, blueprints, sketches, materials,
programs, equipment, other documents, writings, recordable electronic media and similar
materials or property, or reproductions of any aforementioned items developed by him
pursuant to his employment with Employer or otherwise belonging to the Employer, its
successors, or assigns. Executive agrees that such property is the exclusive property of
Employer.  




        4.5  
In the event that Executive leaves the employ of Employer, Executive hereby grants
consent to written notification by Employer to his new employer about his rights and
obligations under this Agreement. A copy of such written notification will be provided to
Executive at the same time it is provided to his new employer.  




        4.6  
Executive agrees at all times during the term of his employment and thereafter to hold in
strictest confidence, and not to use, except for the benefit of the Employer, or to
disclose, make known, divulge or communicate, directly or indirectly, to any person,
firm, corporation or other entity without the prior written authorization of the
Employer, any Confidential Information of the Employer. Executive understands that all
Confidential Information is the sole and exclusive property of the Employer or of third
parties whose rights the Employer wishes to protect. Executive will be vigilant in
protecting all Confidential Information from disclosure to unauthorized persons and will
comply with all rules and instructions of the Employer concerning the physical,
intellectual, and electronic security of the Employer’s premises, property and
records. Executive understands that “Confidential Information” means,
without limitation, any Employer proprietary information, intellectual property, patents,
trademarks, copyrights, technical data, trade secrets or know-how, including, but not
limited to, research, methods, business plans, products, services, price lists, customer
lists, customer information and customers (including, but not limited to, customers of
the Employer on whom Employee called or with whom Employee became acquainted during the
term of his employment), markets, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware configuration information,
marketing, finances, third party information or products, or other business information
disclosed to Executive by the Employer either directly or indirectly, whether orally, in
writing, or by drawings or observation of parts or equipment. Executive understands that
the Board of Directors of Employer may from time to time reasonably designate as
Confidential Information other subject matters requiring confidentiality and secrecy
which shall be deemed to be covered by the terms of this Agreement. Executive further
understands that Confidential Information does not include any of the foregoing items
which has become publicly known and made generally available through no wrongful act of
his or of others who were under confidentiality obligations as to the item or items
involved.  




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        4.7  
Executive recognizes that the Employer has received and in the future will receive from
third parties their confidential or proprietary information subject to a duty on the
Employer’s part to maintain the confidentiality of such information and to use it
only for certain limited purposes. Executive agrees to hold all such confidential or
proprietary information in the strictest confidence and not to disclose it to any natural
person, firm, or corporation or other entity or to use it except as necessary in carrying
out his work for the Employer consistent with the Employer’s agreement with such
third party.  




        4.8  
In the event of a breach or threatened breach by the Executive of the provisions of
paragraphs 4.6 or 4.7 hereof, the Employer shall be entitled to an injunction (i)
restraining the Executive from disclosing, in whole or in part, any information as
described above or from rendering any services to any person, firm, corporation,
association or other entity to whom such information, in whole or in part, has been
disclosed or is threatened to be disclosed; and/or (ii) requiring that Executive deliver
to Employer all information, documents, notes, memoranda and any and all other material
as described above upon Executive’s leave of the employ of the Employer. Nothing
herein shall be construed as prohibiting the Employer from pursuing other remedies
available to the Employer for such breach or threatened breach, including the recovery of
damages from the Executive.  




        4.9  
In order to protect the Confidential Information of the Company and avoid injury to the
Company, Executive agrees that fortwo years following the termination of Executive’s
employment with the Company:  




         
        
        a.       
          Executive will not directly or indirectly solicit the customers or demonstrably
          prospective customers of the Company to purchase products or services which are
          reasonably deemed to be competitive with those of the Company; 



         
        
        b.       
          Executive will not directly or indirectly solicit or in any manner encourage
          employees of the Company to leave its employ, provided however that general
          advertising for employees is specifically excluded from this clause; and 



         
        
        c.       
          Executive will not accept employment from or with any company which is directly
          competitive with the Business of the Company. Executive specifically agrees that
          this paragraph 4.9.c will not place an undue burden on Executive and that
          Executive’s agreement to this paragraph 4.9.c will not significantly limit
          Executive’s employment opportunities and mobility. 



         
        
        d.       
          Executive agrees that these restrictions are reasonable in scope. If any of the
          provisions of this paragraph 4.9 are found by a court of competent jurisdiction
          to be invalid under the laws of the State of Colorado, then this paragraph shall
          be deemed enforceable to the maximum extent permissible under Colorado law. 



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ARTICLE 5 
TERMINATION
OF EMPLOYMENT  



        5.1  
Termination.    The Executive's employment hereunder may be terminated without any
breach of this Agreement only under the following circumstances:  




         
        
        a.       
          By Executive. Upon the occurrence of any of the following events, this
          Agreement may be terminated by the Executive by written notice to Employer: 



         
        
        
        1.       
          if Employer makes a general assignment for the benefit of creditors, files a
          voluntary bankruptcy petition, files a petition or answer seeking a
          reorganization, arrangement, composition, readjustment, liquidation, dissolution
          or similar relief under any law, or there shall have been filed any petition or
          application for the involuntary bankruptcy of Employer, or other similar
          proceeding, in which an order for relief is entered or which remains
          un-dismissed for a period of thirty days or more, or Employer seeks, consents
          to, or acquiesces in the appointment of a trustee, receiver, or liquidator of
          Employer or any material part of its assets; 



         
        
        
        2.       
          the sale by Employer of substantially all of its assets; or 



         
        
        
        3.       
          a decision by Employer to terminate its business and liquidate its assets. 



         
        
        b.       
          Death. This Agreement shall terminate upon the death of Executive. 



         
        
        c.       
          Disability. The Employer may terminate this Agreement upon the permanent
          disability of the Executive. Executive shall be considered disabled (whether
          permanent or temporary) if: (i) he is disabled as defined in a disability
          insurance policy purchased by or for the benefit of the Executive; or (ii) if no
          such policy is in effect, he is incapacitated to such an extent that he is
          unable to perform substantially all of his duties for Employer that he performed
          prior to such incapacitation. 



         
        
        d.       
          Cause. The Employer may terminate the Executive’s employment
          hereunder for Cause. For purposes of this Agreement, the Employer shall have
          “Cause” to terminate the Executive’s employment hereunder upon
          the following: (i) the continued failure by the Executive substantially to
          perform his duties hereunder (other than any such failure resulting from the
          Executive’s incapacity due to physical or mental illness), after demand for
          substantial performance is delivered by the Employer and Executive fails to
          substantially perform in the 30 days following receipt of Employer’s
          demand; or (ii) misconduct by the Executive which is materially injurious to the
          Employer, monetarily or otherwise; or (iii) the willful violation by the
          Executive of the provisions of this Agreement. For purposes of this Section, no
          act, or failure to act, on the part of the Executive shall be considered
          “willful” unless done, or omitted to be done, not in good faith and
          without reasonable belief by him that his action or omission was in the best
          interest of the Employer. 



        5.2  
Notice of Termination.   Any termination of the Executive’s employment by the
Employer or by the Executive (other than termination pursuant to subsection 5.1.b above)
shall be communicated by written Notice of Termination to the other party.  




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        5.3  
Date of Termination.   “Date of Termination” shall mean (i) if the
Executive’s employment is terminated by his death, the date of his death; (ii) if
the Executive’s employment is terminated for Cause, the date on which a Notice of
Termination is received by the Executive; and (iii) if the Executive’s employment is
terminated for any other reason stated above, the date specified in a Notice of
Termination by Employer or Executive, which date shall be no less than 30 days following
the date on which Notice of Termination is given.  




        5.4  
Compensation Upon Termination.  




         
        
        a.       
          Following the termination of this Agreement pursuant to paragraph 5.1.a hereof,
          the Executive shall be entitled to compensation only through the Date of
          Termination. 



         
        
        b.       
          Following the termination of this Agreement pursuant to paragraph 5.1.b hereof,
          Employer shall pay to Executive’s estate the compensation which would
          otherwise be payable to Executive to the end of the month in which his death
          occurs. This payment shall be in addition to life insurance benefits, if any,
          paid to Executive’s estate under policies for which the Employer pays all
          premiums and Executive’s estate is the beneficiary. 



         
        
        c.       
          In the event of permanent disability of the Executive as described in paragraph
          5.1.c hereof, if Employer elects to terminate this Agreement, Executive shall be
          entitled to receive compensation and benefits through the Date of Termination;
          any such payment, however, shall be reduced by disability insurance benefits, if
          any, paid to Executive under policies (other than group policies) for which
          Employer pays all premiums and Executive is the beneficiary. 



         
        
        d.       
          If Executive is terminated by Employer for any reason other than Death,
          Disability or Cause as set forth in this Article 5, then: 



         
        
        
        1.       
          Executive shall be entitled to a severance payment equal to three months of his
          salary under this Agreement, plus for each full calendar month of service
          performed by Executive under this Agreement, the severance payment owed to
          Executive shall increase by one additional month of his salary; provided,
          however that in no event shall Executive be entitled to a severance payment in
          excess of six months of his salary. The parties agree that any severance payment
          will be calculated based upon the base salary paid to Executive under this
          Agreement under paragraph 3.1 hereof, and the allowance provided under paragraph
          3.4b hereof shall not be included in the calculation of any severance paid to
          Executive. 



         
        
        
        2.       
          Notwithstanding paragraph d(1) above, in no event will Executive be entitled to
          a severance payment greater than the salary due under the remaining period of
          the Initial Term or the Additional Term, as applicable. 



        5.5  
Remedies.   Any termination of this Agreement shall not prejudice any other remedy
to which the Employer or Executive may be entitled, either at law, equity, or under this
Agreement.  




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ARTICLE 6 
INDEMNIFICATION
 



        6.1  
To the fullest extent permitted by applicable law, Employer agrees to indemnify, defend
and hold Executive harmless from any and all claims, actions, costs, expenses, damages
and liabilities, including, without limitation, reasonable attorneys’ fees,
hereafter or heretofore arising out of or in connection with activities of Employer or
its employees, including Executive, or other agents in connection with and within the
scope of this Agreement or by reason of the fact that he is or was a director or officer
of Employer or any affiliate of Employer. To the fullest extent permitted by applicable
law, Employer shall advance to Executive expenses of defending any such action, claim or
proceeding. However, Employer shall not indemnify Executive or defend Executive against,
or hold him harmless from any claims, damages, expenses or liabilities, including
attorneys’ fees, resulting from the gross negligence or willful misconduct of
Executive. The duty to indemnify shall survive the expiration or early termination of
this Agreement as to any claims based on facts or conditions which occurred or are
alleged to have occurred prior to expiration or termination.  




ARTICLE 7 
GENERAL
PROVISIONS  



        7.1  
Governing Law.   This Agreement shall be governed by and construed in accordance with the
lawsof the State of Colorado.  




        7.2  
Arbitration.   Any controversy or claim arising out of or relating to this Agreement
or the breach thereof shall be settled by arbitration in the City and County of Denver,
Colorado in accordance with the rules then existing of the American Arbitration
Association and judgment upon the award may be entered in any court having jurisdiction
thereof.  




        7.3  
Entire Agreement.   This Agreement supersedes any and all other Agreements, whether
oral or in writing, between the parties with respect to the employment of the Executive
by the Employer. Each party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by either
party, or anyone acting on behalf of any party, that are not embodied in this Agreement,
and that no agreement, statement, or promise not contained in this Agreement shall be
valid or binding.  




        7.4  
Successors and Assigns.   This Agreement, all terms and conditions hereunder, and
all remedies arising herefrom, shall inure to the benefit of and be binding upon
Employer, any successor in interest to all or substantially all of the business and/or
assets of Employer, and the heirs, administrators, successors and assigns of Executive.
Except as provided in the preceding sentence, the rights and obligations of the parties
hereto may not be assigned or transferred by either party without the prior written
consent of the other party.  




        7.5  
Notices.   For purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to
have been duly given when delivered or mailed by United States registered mail, return
receipt requested, postage prepaid, addressed as follows:  




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	 	                  Executive:  	John
Walpuck                                     
3333 E. Bayaud Ave., Apt 617

                                    Denver, CO  80209

                                    Phone: 720-921-5912 






	 	                  Employer:  	Disaboom,
Inc.                                    
 Attn: Compensation Committee Chair

                                    7730 E. Belleview Avenue, Suite A-306

                                    Greenwood Village, CO 80111

                                    Phone:  720-407-6530 






	 	                  With a copy to:  	Theresa
M. Mehringer, Esq.                                     
Burns, Figa & Will, P.C.

                                    6400 South Fiddlers Green Circle, Suite 1000

                                    Greenwood Village, CO 80111

                                    Phone: 303-796-2626 









or to such other address as either
party may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt. 



        7.6  
Severability.   If any provision of this Agreement is prohibited by or is unlawful
or unenforceable under any applicable law of any jurisdiction as to such jurisdiction,
such provision shall be ineffective to the extent of such prohibition without
invalidating the remaining provisions hereof.  




        7.7  
Section Headings.   The section headings used in this Agreement are for convenience
only and shall not affect the construction of any terms of this Agreement.  




        7.8  
Survival of Obligations.   Termination of this Agreement for any reason shall not
relieve Employer or Executive of any obligation accruing or arising prior to such
termination.  




        7.9
   Amendments.   This Agreement may be amended only by written agreement of both
Employer and Executive.  




        7.10  
Fees and Costs.   If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys fees, costs and necessary disbursements in addition to any other
relief to which that party may be entitled.  




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        IN
WITNESS WHEREOF, Employer and Executive enter into this Executive Employment Agreement
effective as of the date first set forth above. 




	 	
DISABOOM,
INC. - "EMPLOYER"









	 	
By: /s/ Patrick Templeton 
 Patrick
Templeton, Director and Chairman of the
Compensation Committee 










	 	
John
Walpuck - "EXECUTIVE"









	 	
Signed /s/ John Walpuck John
Walpuck, Individually 


















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