**EXHIBIT
      10.3**








**THIS
            EMPLOYMENT CONTRACT,** dated as
            of September 15, 2006, is between INTEGRATED MEDIA HOLDINGS, INC. (“Company”), a
            Delaware corporation,, and Paul D Hamm, an individual, residing at 700
            High
            Hampton Run, Alpharetta, GA 30328 (“Executive”).
 
 The
            Company desires to engage Executive to perform executive management services
            for
            the Company, any present or future parent, subsidiary, or affiliate of
            the
            Company, and (subject to Section 11) any successor or assign of any of
            them (the
“Corporations”), and Executive desires to perform such services, on the terms
            and conditions hereinafter set forth.
 
 **Term**
 The
            Company agrees to employ Executive, and Executive agrees to serve, on
            the terms
            and conditions of this Agreement for a period commencing on September
            15, 2006
            (the “Commencement Date”) and ending 2 years from the commencement date, or such
            shorter period as may be provided for herein. The period during which
            Executive
            is employed hereunder is hereinafter referred to as the “Employment
            Period.”
 
 **Duties
            and Services**
 During
            the Employment Period, Executive shall be employed as President of the
            Company
            and shall also perform duties and services in the capacity of Chief Executive
            officer of the Company. In the absence of a separate Chief Financial
            Officer
            (“CFO”) being hired by the Company, Executive shall serve as interim CFO.
            Executive shall have such powers and duties in the management of the
            Company as
            may be prescribed in one or multiple resolutions by the Board of Directors
            of
            the Company. (“Board of Directors”), and, to the extent not so provided, as
            generally pertain to the office of Chief Executive Officer, subject to
            the
            direction and oversight of the Board of Directors. Executive agrees to
            his
            employment as described in this Section 2 and agrees to devote substantially
            all
            of his business time and efforts to the performance of his duties under
            this
            Agreement and to promote and advance the business interests of the Company
            in a
            lawful, diligent and proper manner, in conjunction with his role and
            responsibilities with Endavo Media and Communications, Inc., a subsidiary
            of the
            Company, as described in a separate executive management agreement with
            Endavo.
            Executive shall comply with the policies and procedures of the Company
            adopted
            by the Board of Directors and executive management from time to time.
            Executive
            shall not be required to change his residence, but shall be available
            to travel
            as the needs of the business require.
 
 **Consulting
            Provision**
 Without
            limiting all other rights under this agreement, including compensation
            due and
            payable under the agreement, Executive may convert this Employment Contract
            into
            a consulting contract, with the non-competition clause in Section 7 no
            longer
            applicable, if *:*
 
 ·
                Executive
                    is not elected a director or does not continue to serve as a
                    director
                    while he desires to be a director, ·
                Executive
                    is not elected to and maintained in the executive position of
                    President as
                    specified in the Employment Contract or is not allowed to perform
                    his
                    duties as Chief Executive Officer as specified in the Employment
                    Contract, ·
                Executive
                    has a policy dispute with the Board of Directors of the Company,
                    with
                    officers of the Company senior to him, or with the Board of Directors
                    or
                    any officer of any of the Conglomerates Corporations (as defined
                    below),
                    or the control of the Company or of any of the Conglomerates
                    Corpora-tions
                    changes. 
 **Compensation**
 As
            full
            compensation for his services hereunder, the Company shall (i) issue
            a
            non-qualified employee stock option to the Executive, in the form of
            option
            typically used by the Company and under a current and effective Stock
            Option
            Plan established by the Company, to purchase up to 2,000,000 shares of
            common
            stock of the Company, free and clear of any encumbrances, at the fair
            market
            value, defined as lowest trading price of the common stock on the date
            of issue
            of the options, (ii) provide Executive with health and life insurance
            policies,
            if requested, or alternatively shall pay Executive a monthly health insurance
            reimbursement not to exceed $500, without further agreement by the Company,
            based on submission of proper insurance premium expense documentation
            and (iii)
            reimburse Executive for Executive’s legal expenses related to negotiating this
            Agreement and the Non-Qualified Stock Option Agreement of an amount not
            to
            exceed $1,000. Nothing contained herein shall preclude Executive from
            participating in the present or future Executive benefit or bonus compensation
            plans of the Company if he meets the eligibility requirements therefore.
            Executive shall be entitled to reasonable vacations in accordance with
            the then
            regular procedures of the Company.
 
 Executive
            reserves the right to request, from time to time, a cash salary from
            the Company
            by seeking approval from the Company’s Board of Directors once the Company,
            through its subsidiaries, generates sufficient revenues and expansion
            of
            operations to support such a cash salary for the Company’s executive officers.
            Executive reserves the right to terminate this agreement for Good Reason,
            as
            defined below, if the Board of Directors unreasonably withholds approval
            for
            reasonable cash salary if a formal request is made to the Board of Directors
            by
            the Executive.
 
 **Expenses**
 Executive
            shall be entitled to reimbursement for reasonable travel and other out-of-pocket
            expenses necessarily incurred in the performance of his duties hereunder,
            upon
            submission and approval of written statements and bills in accordance
            with the
            then regular procedures of the Company. ****
 
 **Participation
            in Benefit Plans.**
 *During
            the Employment Period, Executive shall be eligible to participate in
            all
            Executive benefit plans and arrangements now in effect or which may hereafter
            be
            established, including, without limitation, all life, group insurance
            and
            medical care plans and all disability, 401k and other Executive benefit
            plans of
            Employer.*
 Representations
            and Warranties of Executive
 Executive
            represents and warrants to the Company that (a) Executive is under no
            contractual or other restriction or obligation which is inconsistent
            with the
            execution of this Agree-ment, the performance of his duties hereunder,
            or the
            other rights of the Company hereunder and (b) Executive is under no physical
            or
            mental disability that would preclude his performance, with or without
            reasonable accommodation, of the essential duties of his position.
 
 Non-Competition
 A.  Executive
            agrees that he will not (a) during the period he is employed by any of
            the
            Corporations under this Agreement or otherwise engage in, or otherwise
            directly
            or indirectly be employed by, or act as a consultant or lender to, or
            be a
            director, officer, manager, owner, or partner of, any other business
            or
            organization, whether or not such business or organization now is or
            shall then
            be competing with the Company, and (b) for a period of one year after
            he ceases
            to be employed by the Company under this Agreement or otherwise, directly
            or
            indirectly compete with or be engaged in the same business as of the
            Company, or
            be employed by, or act as consultant or lender to, or be a director,
            officer,
            manager, owner, or partner of, any business or organization which, at
            the time
            of such cessation, directly or indirectly competes with or is engaged
            in the
            same business as the Company, except that in each case the provisions of
            this Section 7 will not be deemed breached merely because Executive owns
            not
            more than 1% of the outstanding common stock of a corporation, if, at
            the time
            of its acquisition by Executive, such stock is listed on a national securities
            exchange, is reported on NASDAQ, or is regularly traded in the over-the-counter
            market by a member of a national securities exchange.
 B.  In
            the
            event that there is a dispute between Executive and Company whereby (i)
            Executive is no longer an executive manager of the Company, (ii) a Change
            of
            Control has occurred, or (iii) the Company has failed to honor is obligations
            hereunder; Executive shall no longer be subject to the terms of this
            Section 7
            Non-Competition clause.
 
 **Patents,
            Etc.**
 Any
            interest in patents, patent applications, inventions, copyrights, developments,
            and processes (“Such Inventions”) which Executive now or hereafter during the
            period he is employed by the Company under this Agreement or otherwise
            may own
            or develop relating to the fields in which the Company may then be engaged
            shall
            belong to the Company; and forthwith upon request of the Company Executive
            shall
            execute all such assignments and other documents and take all such other
            action
            as the Company may reasonably request in order to vest in the Company
            all his
            right, title, and interest in and to Such Inventions free and clear of
            all
            liens, charges, and encumbrances.
 
 **Confidential
            Information**
 All
            confidential information which Executive may now possess, may obtain
            during or
            after the Employment Period, or may create prior to the end of the period
            he is
            employed by the Company under this Agreement or otherwise relating to
            the
            business of the Company or of any customer or supplier of any of them
            shall not
            be published, disclosed, or made accessible by him to any other person,
            firm, or
            corporation either during or after the termination of his employment
            or used by
            him except during the Employment Period in the business and for the benefit
            of
            the Company, in each case without prior written permission of the Company.
            Executive shall return all tangible evidence of such confidential information
            to
            the Company prior to or at the termination of his employment.
 
 **Life
            Insurance**
 If
            requested by the Company, Executive shall submit to such physical examinations
            and otherwise take such actions and execute and deliver such documents
            as may be
            reasonably necessary to enable the Company, at its expense and for its
            own
            benefit, to obtain life insurance on the life of Executive. Executive
            has no
            reason to believe that his life is not insurable with a reputable insurance
            company at rates now prevailing for healthy men of his age.
 
 **Termination**
 The
            Executive’s employment hereunder may be terminated under the following
            circumstances:
 (a)
            Death. The Executive’s employment hereunder shall terminate upon his
            death.
 (b)
            Disability. If the Board determines in good faith, based on medical evidence
            acceptable to it, that the Executive has become physically or mentally
            disabled
            or incapacitated during his employment hereunder for a continuous period
            of
            ninety (90) days to such an extent that he shall be unable to perform
            his duties
            hereunder then the Company may, after the expiration of said ninety (90)
            day
            period and during the continuance of such disability or incapacity, give
            to the
            Executive a Notice of Term ination
            (as defined in Section 11(e)
            hereof) of the Executive's employment hereunder and such employment shall
            terminate o n
            the
            date provided in Section 11(f)
            hereof.
 (c)
            Termination by the Company. The Company may terminate the Executive's
            employment
            hereunder at any time with or without Cause. For purposes of this Agreement,
            the
            Company shall have "Cause" to terminate the Executive's employment hereunder
            upon (A) the engaging by the Executive in willful misconduct that is
            materially
            injurious to the Company, (B) the embezzlement or misappropriation of
            funds or
            property of the Company by the Executive or the conviction of the Executive
            of a
            felony or the entrance of a plea of guilty by the Executive to a felony
            or (C)
            the failure or refusal by the Executive to devote his full business time
            and
            attention to the performance of his duties and responsibilities hereunder
            or
            other breach by the Executive of this Agreement in any material respect
            if such
            breach has not been cured by the Executive within thirty (30) days after
            the
            Preliminary Notice (as defined below) has been given to the Executive.
            For
            purposes of this paragraph, no act, or failure to act, on the Executive's
            part
            shall be considered "willful" unless done, or omitted to be done, by
            him not in
            good faith and without reasonable belief that his action or omission
            was in the
            best interest of the Company. The Executive shall not be deemed to have
            been
            terminated for Cause, unless the Company shall have given the Executive
            (i)
            notice (the "Preliminary Notice") setting forth, in reasonable detail
            the facts
            and circumstances claimed to provide a basis for termination for Cause,
            (ii) a
            reasonable opportunity for the Executive, together with his counsel,
            to be heard
            before the Board and (iii) a Notice of Termination stating that, in the
            good
            faith judgment of the Board, the Executive was guilty of conduct set
            forth in
            clauses (A), (B) or (C) above, and specifying the particulars thereof
            in
            reasonable detail. Upon receipt of the Preliminary Notice, the Executive
            shall
            have thirty (30) days in which to appear before the Board with counsel,
            or take
            such other action as he may deem appropriate, and such thirty (30) day
            period is
            hereby agreed to as a reasonable opportunity for the Executive to be
            heard.
 (d)
            Termination by the Executive. The Executive may voluntarily terminate
            his
            employment hereunder at any time with or without Good Reason. For purposes
            of
            this Agreement, "Good Reason" shall mean, so long as the Executive has
            not been
            guilty of the conduct set forth in clauses (A), (B) or (C) of Section
            11(c)
            hereof, (i) a failure by the Company to comply with any material provision
            of
            this Agreement that has not been cured within thirty (30) days after
            written
            notice of such noncompliance has been given by the Executive to the Company
            or
            (ii) the assignment to the Executive by the Company of duties inconsistent
            with
            the Executive's position, duties or responsibilities as in effect immediately
            prior to the Effective Date, including, but not limited to, any material
            reduction in such position, duties or responsibilities or material change
            in his
            title. The Executive's election to terminate under this Section 11(d)
            shall be
            made by giving Notice of Termination not later than 60 days from, as
            applicable,
            the date that the Company fails to cure under (i) above, the assignment
            of
            duties under (ii) above, and the date that the Executive is advised of
            the
            termination under (iii) above. Notwithstanding the provisions of clause
            (ii) of
            the first sentence of this Section 11(d), a change in title which represents
            a
            promotion and the assignment of different or additional duties or
            responsibilities in connection therewith shall not constitute "Good Reason."
 (e)
            Notice of Termination. Any termination of the Executive's employment
            by the
            Company or by the Executive (other than termination pursuant to Section
            11(a)
            hereof) shall be communicated by written Notice of Termination to the
            other
            party hereto. For purposes of this Agreement, a "Notice of Termination"
            shall
            mean a notice that shall indicate the specific termination provision
            in this
            Agreement relied upon and shall set forth in reasonable detail the facts
            and
            circumstances, if any, claimed to provide a basis for termination of
            the
            Executive's employment under the provision so indicated.
 (f)
            Date
            of Termination. Except to the extent otherwise herein provided, "Date
            of
            Termination" shall mean (i) if the Executive's employment is terminated
            pursuant
            to Section 11(a), the date of his death, (ii) if the Executive's employment
            is
            terminated pursuant to Section 11(b) or (c), the date of or a later date
            specified in the Notice of Termination, (iii) if the Executive's employment
            is
            terminated pursuant to Section 11(d), the date on which the Notice of
            Termination is given and (iv) if this Agreement is continued in effect
            to the
            end of the Term, the last day of the Term. Except as provided in and
            subject to
            Section 12 hereof, the Company shall not have any obligation to Executive
            for
            salary continuation, severance or termination pay upon termination of
            this
            Agreement.
 
 **Compensation
            Upon Termination**
 If
            the
            Executive's employment is terminated (i) by the Company for Cause, (ii)
            by the
            Executive other than for Good Reason, or (iii) by reason of the Executive's
            death or disability (pursuant to Section 11(b) hereof), then the Company
            shall
            pay the Executive his full Base Salary or Incentive Salary Rate through
            the Date
            of Termination (to the extent not otherwise paid through the Date of
            Termination) at the rate in effect immediately prior to the Date of Termination,
            provided that if the Executive's employment hereunder terminates by reason
            of
            his death, the Company shall continue to make salary payments at the
            rate of the
            Base Salary then in effect in respect of the month of death and three
            calendar
            months immediately following the month of death. (b) If the Executive's
            employment is terminated (i) by the Company without Cause (other than
            for
            disability pursuant to Section 5(b) hereof), or (ii) by the Executive
            for Good
            Reason, then the Company shall pay to the Executive as severance pay
            in a lump
            sum, not later than the fifth day following the Date of Termination,
            the
            following amounts, which shall not be discounted to take into account
            present
            value:
 (i)
            to
            the extent not otherwise paid through the Date of Termination, the amount
            of
            salary through the Date of Termination at the rate in effect at the time
            Notice
            of Termination is given; and
 (ii)
            in
            lieu of any further salary and bonus or other incentive compensation
            payments to
            the Executive for periods subsequent to the Date of Termination, the
            total
            amount of salary then in effect that would be paid for three calendar
            months.
 
 **Merger,
            Etc.**
 In
            the
            event of a future disposition of more than 51% of the properties or business
            of
            the Company, by merger, consolidation, sale of assets, or otherwise (a
“Change
            of Control”), then the Company may elect:
 to
            assign
            this Agreement and all of its rights and obligations hereunder to the
            acquiring
            or surviving corporation; provided that such corporation shall assume
            in writing
            all of the obligations of the Company hereunder; and provided further
            that the
            Company (in the event and so long as it remains in business as an independent
            going enterprise) shall remain liable for the performance of its obligations
            hereunder in the event of an unjustified failure of the acquiring corporation
            to
            perform its obligations under this Agreement; or convert this Employment
            Contract into a consulting contract, except with the non-competition
            clause
            described in Section 7 herein no longer being applicable.
 If
            the
            agreement is not assigned by the acquiring or surviving corporation or
            if a
            consulting contract is not agreed upon, then a Termination Payment shall
            be made
            as defined in Section 12(b)(i) and 12(b)(ii) of this agreement.
 
 **Survival**
 The
            covenants, agreements, representations, and warranties contained in or made
            pursuant to this Agreement shall survive Executive’s termination of employment,
            irrespective of any investigation made by or on behalf of any
            party.
 
 **Modification**
 This
            Agreement and the exhibits thereto sets forth the entire understanding
            of the
            parties with respect to the subject matter hereof, supersedes all existing
            agreements between them concerning such subject matter, and may be modified
            only
            by a written instrument duly executed by each party.
 
 **Notices**
 Any
            notice or other communication required or permitted to be given hereunder
            shall
            be in writing and shall be given by Federal Express, Express Mail, or
            similar
            overnight delivery or courier service or delivered against receipt to
            the party
            to whom it is to be given at the address of such party set forth below
            (or to
            such other address as the party shall have furnished in writing in accordance
            with the provisions of this Section 16. Notice to the estate of Executive
            shall
            be sufficient if addressed to Executive as provided in this Section 16.
            Any
            notice or other communication given by certified mail or such comparable
            method
            shall be deemed given at the time of certification therefore **** comparable
            act, except for a notice changing a party’s address which shall be deemed given
            at the time of receipt thereof. Any notice given by other means permitted
            by
            this Section 16 shall be deemed given at the time of receipt
            thereof.
 
 If
                          to the Company, to:
                      If
                          to Executive, to:Integrated
                          Media Holdings, Inc.
                      Paul
                          D Hamm10
                          GlenLake Parkway, Ste 130
                      700
                          High Hampton RunAtlanta,
                          GA 30328
                      Alpharetta,
                          GA 30022Facsimile
                          No. (678) 623-5026with
                          a copy to
                      with
                          a copy to
 
 Sonfield
            & Sonfield
 770
            South
            Post Oak Lane, Suite 435
 Houston,
            TX 77056
 
 **Waiver**
 Any
            waiver by either party of a breach of any provision of this Agreement
            shall not
            operate as or be construed to be a waiver of any other breach of such
            provision
            or of any breach of any other provision of this Agreement. The failure
            of a
            party to insist upon strict adherence to any term of this Agreement on
            one or
            more occasions shall not be considered a waiver or deprive that party
            of the
            right thereafter to insist upon strict adherence to that term or any
            other term
            of this Agreement. Any waiver must be in writing.
 
 **Binding
            Effect**
 Executive’s
            rights and obligations under this Agreement shall not be transferable
            by
            assignment or otherwise, such rights shall not be subject to commutation,
            encumbrance, or the claims of Executive’s creditors, and any attempt to do any
            of the foregoing shall be void. The provisions of this Agreement shall
            be
            binding upon and inure to the benefit of Executive and his heirs and
            personal
            representatives, and shall be binding upon and inure to the benefit of
            the
            Company and its successors and those who are its assigns under Section
            13.
 **Separability**
 If
            any
            provision of this Agreement is invalid, illegal, or unenforceable, the
            balance
            of this Agreement shall remain in effect, and if any provision is inapplicable
            to any person or circum-stance, it shall nevertheless remain applicable
            to all
            other persons and circumstances.
 
 **No
            Third Party Beneficiaries**
 This
            Agreement does not create, and shall not be construed as creating, any
            rights
            enforceable by any person not a party to this Agreement (except as provided
            in
            Section 19).
 
 **Headings**
 The
            headings in this Agreement are solely for the convenience of reference
            and shall
            be given no effect in the construction or interpretation of this
            Agreement.
 
 **Counterparts;
            Governing Law**
 This
            Agreement may be executed in any number of counterparts, each of which
            shall be
            deemed an original, but all of which together shall constitute one and
            the same
            instrument. It shall be governed by and construed in accordance with
            the laws of
            the State of Delaware, without giving effect to conflict of laws.
 
 **Arbitration**
 Any
            dispute or controversy arising out of or relating to this Agreement or
            any
            breach of this Agreement shall be settled by arbitration to be held in
            the State
            of Delaware in accordance with the National Rules for the Resolution
            of
            Employment Disputes rules then in effect of the American Arbitra-tion
            Association or any successor thereto. The arbitrator may grant injunctions
            or
            other relief in such dispute or controversy. The decision of the arbitrator
            shall be final, conclusive, and binding on the parties to the arbitration.
            Judgment may be entered on the arbitrator’s decision in any court having
            jurisdiction, and the parties irrevocably consent to the jurisdiction
            of courts
            of the State of Delaware and of any federal court located in such State
            for this
            purpose. The losing party in such arbitration shall pay all the costs
            and
            expenses of such arbitration and all the reasonable attorneys’ fees and expenses
            of the other party(ies) thereto. Notwithstanding the foregoing, either
            party may
            apply to any court of the State of Delaware or any federal court located
            in such
            State for injunctive relief to maintain the status quo until the arbitration
            award is rendered or the controversy is otherwise resolved, and each
            party
            hereby consents to the exclusive jurisdiction and venue of such courts
            for such
            purpose; and either party may apply to any court of competent jurisdiction
            for
            injunctive relief and specific performance under Section 7, 8 or 9.
 
 **Attorneys’
            Fees.**
 *Attorneys’
            Fees* .
            In the
            event any dispute or litigation arises hereunder between any of the parties
            hereto, their heirs, personal representatives, agents, successors or
            assigns,
            the prevailing party shall be entitled to all reasonable costs and expenses
            incurred by it in connection therewith (including, without limitation,
            all
            reasonable attorneys’ and paralegals’ fees and costs incurred before and at any
            trial, arbitration, or other proceeding and at all tribunal levels),
            as well as
            all other relief granted in any suit or other proceeding.
 **Jurisdiction
            and Service of Process**
 Each
            party hereby irrevocably consents to the jurisdiction of the courts of
            the State
            of Delaware and of any federal court located in such State in connection
            with
            any action or proceeding arising out of or relating to this Agreement
            or a
            breach of this Agreement. In any such action or proceeding, each party
            waives
            personal service of any summons, complaint, or other process and agrees
            that
            service thereof may be made in accordance with Section 17. Within 30
            days after
            such service, or such other time as may be mutually agreed upon in writing
            by
            the attorneys for the parties to such action or proceeding, a party so
            served
            shall appear or answer such summons, complaint, or other process. Should
            such
            party so served fail to appear or answer within such 30-day period or
            such
            extended period, as the case may be, such party shall be deemed in default
            and
            judgment may be entered by the other party against such party or the
            amount as
            demanded in any summons, complaint, or other process so served.
 **IN
          WITNESS WHEREOF,** the parties have duly executed this Agreement as of
          the date first above written and the Company’s board has approved this
          Agreement, a copy of which shall remain attached to this Agreement.
 **INTEGRATED
            MEDIA HOLDINGS, INC.**
 
 By:
          _______________________
 Name:
          Paul D Hamm
 Title:
          Chairman of the Board
 
 By:
          _______________________
 Name:
          _______________________
 Director:
          _______________________
 
 By:
          _______________________
 Name:
          _______________________
 Director:
          _______________________
 
 
 EXECUTIVE
 _______________________
 Paul
          D
          Hamm