EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    


    THIS
      EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
      and
      is effective as of the 27th
      day of
      September, 2007 (the "Effective Date"), between Onstream Media Corporation,
      a
      Florida corporation, whose principal place of business is 1291 S.W. 29th Avenue,
      Pompano Beach, Florida 33069 (the "Company") and Clifford Friedland, an
      individual whose address is 7500 Miami View Drive, North Bay Village, Miami,
      Florida 33141 (the "Executive").

    


    RECITALS

    


    A. The
      Company is a Florida corporation and is principally engaged in the business
      of
      providing managed services including webcasting, digital asset management,
      collaboration and video and audio transport, storage and encoding (the
      "Business").

    


    B. The
      Company presently employs the Executive and desires to continue to employ the
      Executive and the Executive desires to continue in the employ of the
      Company.

    


    C. The
      Company has established a valuable reputation and goodwill in the
      Business.

     

    D. The
      Executive, by virtue of the Executive's employment with the Company has become
      familiar with and possessed with the manner, methods, trade secrets and other
      confidential information pertaining to the Company's business, including the
      Company's client base.

    


    E. Any
      and
      all options granted to Executive preceding this Agreement shall continue and
      not
      expire as a result of any options issued under this Agreement.

    


    F. The
      Change of Control excludes any Merger and any related financing occurring within
      six (6) months of the Effective Date. 

    


    NOW,
      THEREFORE, in consideration of the mutual agreements herein made, the Company
      and the Executive do hereby agree as follows:

    


    1. Recitals.
      The
      above recitals are true, correct, and are herein incorporated by reference.
      

    


    2. Employment.
      The
      Company hereby employs the Executive, and the Executive hereby accepts
      employment, upon the terms and conditions hereinafter set forth.

    


    3. Authority
      and Power During Employment Period.
      

    


    a. Duties
      and Responsibilities.
      During
      the term of this Agreement, the Executive shall serve as a Senior Vice
      President, Business Development, of the Company, subject to the guidelines
      and
      direction of the Board of Directors of the Company. 

    


    b. Time
      Devoted.
      Throughout the term of the Agreement, the Executive shall devote substantially
      all of the Executive's business time and attention to the business and affairs
      of the Company consistent with the Executive's senior executive position with
      the Company, except for reasonable vacations and except for illness or
      incapacity, but nothing in the Agreement shall preclude the Executive from
      engaging in personal business including as a member of the board of directors
      of
      related companies, charitable and community affairs, provided that such
      activities do not interfere with the regular performance of the Executive's
      duties and responsibilities under this Agreement. 

    


    4. Term.
      The
      Term of employment hereunder will commence on the date as set forth above and
      terminate three (3) years from the Effective Date, and such term shall
      automatically be extended for successive one (1) year terms thereafter unless
      (a) the parties mutually agree in writing to alter or amend the terms of the
      Agreement; or (b) one or both of the parties exercises their right, pursuant
      to
      Section 6 herein, to terminate this employment relationship. For purposes of
      this Agreement, the Term (the "Term") shall include the initial term and all
      renewals thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Compensation
      and Benefits.

    


    a. Salary.
      The
      Executive shall be paid a base salary (the "Base Salary"), payable semi-monthly,
      at an annual rate of no less than One Hundred Ninety-Seven Thousand Two Hundred
      Thirty Dollars ($197,230.00) for the first year, with annual incremental
      increases of five (5%) percent per year. Notwithstanding this, the first annual
      increase shall be ten percent (10%) since it was already agreed at this amount
      for the unexpired fifteen months remaining in the predecessor employment
      contract, and shall be effective December 27, 2007, with an additional raise
      of
      7.08% (10% prorated monthly) occurring on the first anniversary date of the
      Effective Date and 5% annually thereafter.

    


    b. Performance
      Based Bonus.

    


    As
      additional compensation, the Executive shall be entitled to receive a
      performance based bonus, based on meeting revenue and cash flow objectives.
      The
      Executive shall be granted options ("Performance Options") to purchase an
      aggregate of 220,000 shares of Common Stock, subject to anti-dilution provisions
      relating to adjustments in the event that the Company, among other things,
      declares stock dividends, effects forward or reverse stock splits, at an
      exercise price of the fair market value of the date of the grant, and shall
      be
      exercisable for a period of four (4) years from the date of vesting unless
      sooner terminated, as described herein. The date of grant shall be the Effective
      Date of this Agreement. Up to one-half of these shares will be eligible for
      vesting on a quarterly basis and the rest annually, with the total grant
      allocated over a two-year period, starting with the quarter ended December
      31,
      2007. Vesting of the quarterly portion is subject to achievement of increased
      revenues over the prior quarter as well as positive and increased net cash
      flow
      per share (defined as cash provided by operating activities per the Company’s
      statement of cash flow, measured before changes in working capital components
      and not including investing or financing activities) for that quarter. Vesting
      of the annual portion is subject to meeting the above cash flow requirements
      on
      a year-over-year basis, plus a revenue growth rate of at least 30% for the
      fiscal year over the prior year, starting with the fiscal year ended September
      30, 2008. In the event of quarter to quarter decreases in revenues and or cash
      flow, the Performance Options shall not vest for that quarter but the unvested
      quarterly Performance Options shall be added to the available Performance
      Options for the year, vested subject to achievement of the applicable annual
      goal. In the event this Agreement is not renewed or the Executive is terminated
      other than for Cause, the Executive shall be entitled to register the stock
      underlying the vested portion of the Performance Options provided hereunder
      on
      the terms and conditions set forth in a registration rights agreement to be
      mutually agreed upon by and between Executive and the Company. The Company
      shall
      file such Registration Statement as promptly as practicable and at its sole
      expense. The Company will use its reasonable best efforts through its officers,
      directors, auditors and counsel in all matters necessary or advisable to file
      and cause to become effective such Registration Statement as promptly as
      practicable. Company and Executive agree that this bonus program will continue
      after the initial two-year period, through the end of the Term, with the
      specific bonus parameters to be negotiated in good faith between the parties
      at
      least ninety (90) days before the expiration of the program then in
      place.

    


    c. Stock
      Options.
      The
      Executive shall be granted options ("Options") to purchase an aggregate of
      400,000 shares of Common Stock at an exercise price of the fair market value
      of
      the date of the grant, and shall be exercisable for a period of four (4) years
      from the date of vesting unless sooner terminated, as described herein. The
      date
      of grant shall be the Effective Date of this Agreement. The Options shall vest
      in installments of 100,000 options each, on each anniversary of the Effective
      Date of this Agreement, subject to anti-dilution provisions relating to
      adjustments in the event that the Company, among other things, declares stock
      dividends, effects forward or reverse stock splits. In addition, the Options
      shall automatically vest upon the happening of the following events: (i) change
      of control of the Company, as defined herein; (ii) Constructive Termination,
      as
      defined herein, of the Executive; and (iii) termination of the Executive other
      than for Cause, as defined herein. The unvested Options shall automatically
      terminate upon the happening of the following: (i) the Executive’s
      termination for Cause, as defined herein; and (ii) the Executive’s
      voluntary termination. In the event this Agreement is not renewed or the
      Executive is terminated other than for Cause, the Executive shall be entitled
      to
      register the stock underlying the Options provided hereunder on the terms and
      conditions set forth in a registration rights agreement to be mutually agreed
      upon by and between Executive and the Company. The Company shall file such
      Registration Statement as promptly as practicable and at its sole expense.
      The
      Company will use its reasonable best efforts through its officers, directors,
      auditors and counsel in all matters necessary or advisable to file and cause
      to
      become effective such Registration Statement as promptly as practicable. Upon
      any termination of the Executive, or if there shall be a Change in Control
      as
      defined in the Agreement, and if the 5 day average closing stock price is equal
      to or greater than the exercise price ($2.50) of the option on the date of
      termination or Change in Control, the Company will cancel the Options and will
      issue fully paid shares in replacement of the Options (“Paid Shares”). The
      Company will pay any and all income taxes incurred by Executive from the
      issuance of the Paid Shares; such reimbursement to be made within thirty (30)
      days of Executive’s request for reimbursement accompanied by appropriate
      supporting paperwork, but in no event later than December 31 of the calendar
      year following the year in which the Executive remits the applicable taxes
      on
      the Paid Shares issued to him. If the 5 day average closing stock price is
      less
      than the exercise price ($2.50) of the option on the date of termination or
      Change in Control, the options will remain exercisable over the initial term.
      The provisions of the three preceding sentences, as well as the accelerated
      vesting provisions above, shall apply to any other options previously issued
      to
      the Executive, during or before the Term of the Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    d. Executive
      Benefits.
      The
      Executive shall be entitled to participate in all benefit programs of the
      Company currently existing or hereafter made available to executives and/or
      other salaried employees, including, but not limited to, pension and other
      retirement plans, group life insurance, hospitalization, surgical and major
      medical coverage, personal and sick leave, short and long-term disability and
      salary continuation, vacation and holidays, cellular telephone and all
      job-related costs and expenses, educational and licensing expenses and other
      fringe benefits. In addition the executive will be entitled to receive $1500
      monthly as part of a compensation plan for the executive’s retirement savings.
      The $1500 monthly “retirement savings” payment will be paid directly to
      Executive each month or contributed to the Company's 401(k) plan or other
      investment/retirement plan on Executive's behalf, as Executive shall elect
      from
      time to time.

    


    e. Vacation.
      During
      each fiscal year of the Company, the Executive shall be entitled to reasonable
      vacation time and to utilize such vacation as the Executive shall determine;
      provided however, that the Executive shall evidence reasonable judgment with
      regard to appropriate vacation scheduling. Notwithstanding the foregoing,
      Executive shall be entitled to four (4) weeks vacation per year, with unused
      vacation accruing to the following year in accordance with the Company’s policy.


    


    f. Business
      Expense Reimbursement.
      During
      the Term of employment, the Executive shall be entitled to receive proper
      reimbursement for all reasonable, out-of-pocket expenses incurred by the
      Executive (in accordance with the policies and procedures established by the
      Company for its senior executive officers) in performing services hereunder,
      provided the Executive properly accounts therefore.

    


    g. Automobile
      Expenses.
      The
      Company shall provide the Executive with an automobile allowance not to exceed
      $1,000 per month. The Company shall pay all insurance premiums and maintenance
      for the automobile that is the subject of the automobile allowance.


    


    h. Memberships,
      Dues and Charitable Contributions.
      The
      Company shall provide to the Executive, in the Executive's sole discretion
      (i) a
      membership in a social, charitable or religious organization or club, which
      membership shall be either in the name of the Executive or in the name of the
      Company, as determined by the Executive; or (ii) an equivalent dollar amount
      of
      charitable donations or contributions shall be made, which amounts and which
      charities shall be determined in the sole discretion of the Executive; provided
      that such Membership, Dues and Charitable Contributions shall not exceed Five
      Thousand Dollars ($5,000) per year. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    i. Place
      of Employment - Moving Allowance.
      This
      Agreement is entered into on the basis that the principal place of business
      of
      the Company, and the location from which Executive is to be based for the
      performance of his services hereunder, is Pompano Beach, Florida. In the event
      that the Company shall change the location of Company's principal office, or
      otherwise require Executive to be based and/or to operate from another location
      which is more than fifty (50) miles further from Executive's then-current
      residence to the Company's current headquarters office at 1291 S.W. 29th Avenue,
      Pompano Beach, Florida 33069, Company shall reimburse Executive for all moving
      and relocation expenses paid or incurred in connection with Executive's
      relocation to a new residence closer to Company's new principal
      office.

    


    j. 409A
      Expense Payment Date.
      Notwithstanding anything to the contrary herein provided, any amounts payable
      or
      reimbursable to Executive under paragraphs 5(f), (g), (h) and (i) above shall
      be
      paid to Executive promptly after submitted for payment or reimbursement, but
      in
      any event not later than the last day of the calendar year following the
      calendar year in which the expense was incurred by Executive.

    


    6. Consequences
      of Termination of Employment.

    


    a. Death.
      In the
      event of the death of the Executive during the Term, salary shall be paid to
      the
      Executive's designated beneficiary, or, in the absence of such designation,
      to
      the estate or other legal representative of the Executive for a period of one
      (1) year from and after the date of death. The Company shall also be obligated
      to pay to the Executive's estate or heirs, as the case may be, any amount of
      bonus or other compensation amount or benefit then payable or that would have
      been otherwise considered vested or earned under this Agreement during the
      one-year period from and after the date of death, including the amounts set
      forth in Sections 5(b), 24 and 25 of this Agreement. Other death benefits will
      be determined in accordance with the terms of the Company's benefit programs
      and
      plans. 

    


    b. Disability.
      

    


    (1) In
      the
      event of the Executive's disability, as hereinafter defined, the Executive
      shall
      be entitled to compensation in accordance with the Company's disability
      compensation practice for senior executives, including any separate arrangement
      or policy covering the Executive, but in all events the Executive shall continue
      to receive the Executive's salary and benefits for a period, at the annual
      rate
      in effect immediately prior to the commencement of disability, of not less
      than
      180 days from the date on which the disability has been deemed to occur as
      hereinafter provided below. The Company shall also be obligated to pay to the
      Executive any amount of bonus or other compensation amount or benefit then
      payable or that would have been otherwise considered vested or earned under
      this
      Agreement during the one-year period from and after the date of Disability,
      including the amounts set forth in Sections 5(b), 24 and 25 of this Agreement.
      Any amounts provided for in this Section 6(b) shall not be offset by other
      short
      or long-term disability benefits provided to the Executive by the
      Company.

    


    (2) "Disability,"
      for the purposes of this Agreement, shall be deemed to have occurred in the
      event (A) the Executive is unable by reason of sickness or accident to perform
      the Executive's duties under this Agreement for an aggregate of 180 days or
      more
      in any twelve-month period or (B) the Executive has a guardian of the person
      or
      estate appointed by a court of competent jurisdiction or (C) if it is determined
      that the Executive has a physical or mental impairment, as confirmed by a
      licensed physician but subject to reasonable challenge by the Company (including
      obtaining as second opinion), which is expected to render Executive unable
      to
      perform the Executive’s duties for the foreseeable future. Termination due to
      disability shall be deemed to have occurred upon the first day of the month
      following the determination of Disability as defined in the preceding
      sentence.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Anything
      herein to the contrary notwithstanding, if, following a termination of
      employment hereunder due to disability as provided in the preceding paragraph,
      the Executive becomes reemployed, whether as an Executive or a consultant to
      the
      Company, any salary, annual incentive payments or other benefits earned by
      the
      Executive from such reemployment shall offset any salary continuation due to
      the
      Executive hereunder commencing with the date of re-employment.

    


    c. Termination
      by the Company for Cause.
      

    


    (1) Nothing
      herein shall prevent the Company from terminating Employment for "Cause," as
      hereinafter defined. The Executive shall continue to receive salary only for
      the
      period ending twenty (20) days after the date of such termination plus any
      accrued Bonus through such date of termination. Any rights and benefits the
      Executive may have in respect of any other compensation shall be determined
      in
      accordance with the terms of such other compensation arrangements or such plans
      or programs. 

    


    (2) "Cause"
      shall mean and include those actions or events specified below in subsections
      (A) through (E) to the extent the same occur, or the events constituting the
      same take place, subsequent to the date of execution of this Agreement: (A)
      Committing or participating in an injurious act of fraud, gross neglect or
      embezzlement against the Company; (B) committing or participating in any other
      injurious act or omission wantonly, willfully, recklessly or in a manner which
      was grossly negligent against the Company, monetarily or otherwise;
      (C) engaging in a criminal enterprise involving moral turpitude; (D)
      conviction of an act or acts constituting a felony under the laws of the United
      States or any state thereof; or (E) any assignment of this Agreement by the
      Executive in violation of Section 14 of this Agreement. No actions, events
      or
      circumstances occurring or taking place at any time prior to the date of this
      Agreement shall in any event constitute or provide any basis for any termination
      of this Agreement for Cause;

    


    (3) Notwithstanding
      anything else contained in this Agreement, this Agreement will not be deemed
      to
      have been terminated for Cause unless and until there shall have been delivered
      to the Executive a notice of termination stating that the Executive committed
      one of the types of conduct set forth in this Section 6(c) contained in this
      Agreement and specifying the particulars thereof and the Executive shall be
      given a thirty (30) day period to cure such conduct, if possible.

    


    d. Termination
      by the Company Other than for Cause.
      The
      foregoing notwithstanding, the Company may terminate the Executive's employment
      for whatever reason it deems appropriate; provided, however, that in the event
      such termination is not based on Cause, as provided in Section 6(c) above,
      the
      Company may terminate this Agreement upon giving three (3) months' prior written
      notice. During such three (3) month period, the Executive shall continue to
      perform the Executive's duties pursuant to this Agreement, and the Company
      shall
      continue to compensate the Executive in accordance with this Agreement.
      Subsequent to such 3 month period, the Executive shall be entitled to all
      Compensation and Benefits as set forth in Subsection 6(h) of this
      Agreement.

    


    e. Voluntary
      Termination.
      In the
      event the Executive terminates the Executive's employment on the Executive's
      own
      volition (except as provided in Section 6(f) and/or Section 6(g)) prior to
      the
      expiration of the Term of this Agreement, including any renewals thereof, such
      termination shall constitute a voluntary termination and in such event the
      Executive shall be limited to the same rights and benefits as provided in
      connection with a termination for Cause as provided in Section
      6(c).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    f. Constructive
      Termination of Employment.
      A
      termination of employment by Executive shall be deemed to be a Constructive
      Termination of employment upon the occurrence of one or more of the following
      events without the express written consent of the Executive. In such event,
      the
      Executive shall be entitled to all Compensation and Benefits as set forth in
      Subsection 6(h) of this Agreement:

    


    (1) a
      material adverse change in the nature or scope of the authorities, powers,
      functions, duties or responsibilities attached to Executive's position as
      described in Section 3; or

    


    (2) a
      change
      in the Executive's principal office to a location outside of Broward County
      or
      Palm Beach County; or 

     

    (3) any
      material reduction in the Executive's base salary, bonus or other benefits;
      or


    


    (4) a
      material breach of the Agreement by the Company. 

    


    Anything
      herein to the contrary notwithstanding, the Executive shall be required to
      give
      written notice to the Board of Directors of the Company that the Executive
      believes an event has occurred which would result in a Constructive Termination
      of the Executive's employment under this Section 6(f) within ninety (90) days
      of
      the initial occurrence, which written notice shall specify the particular act
      or
      acts, on the basis of which the Executive intends to so terminate the
      Executive's employment, and the Company shall then be given the opportunity,
      within thirty (30) days of its receipt of such notice, to cure said event.
      Executive's termination shall not be considered to be a Constructive Termination
      unless such termination occurs on or before two (2) years after the initial
      existence of the condition or event giving rise to the Constructive
      Termination.

    


    g. Termination
      Following a Change of Control.

    


    (1) In
      the
      event that a "Change in Control" of the Company shall occur at any time during
      the Term hereof, the Executive shall have the right to terminate the Executive's
      employment under this Agreement upon thirty (30) days written notice given
      at
      any time within one year after the occurrence of such event, and such
      termination of the Executive's employment with the Company pursuant to this
      Section 6(g)(1), and, in any such event, such termination shall be deemed to
      be
      a Termination by the Company other than for Cause and the Executive shall be
      entitled to such Compensation and Benefits as set forth in Subsection 6(h)
      of
      this Agreement.

    


    (2) For
      purposes of this Agreement, a "Change in Control" of the Company shall mean
      a
      change in ownership of the Company (as defined in Treasury Regs.
§1.409A-3(i)(5)(v)), a change in effective control of the Company (as defined
      in
      Treasury Regs. §1.409A-3(i)(5)(vi)) or a change in the ownership of a
      substantial portion of the assets of the Company (as defined in Treasury Regs.
      §1.409A-3(i)(5)(vii)). However, the change in ownership percentage threshhold
      used for this purpose shall be no less than 50%, unless otherwise agreed between
      the parties. 

    


    Anything
      herein to the contrary notwithstanding, this Section 6(g)(2) will not apply
      where the Executive gives the Executive's explicit written waiver stating that
      for the purposes of this Section 6(g)(2) a Change in Control shall not be deemed
      to have occurred. The Executive's participation in any negotiations or other
      matters in relation to a Change in Control shall in no way constitute such
      a
      waiver which can only be given by an explicit written waiver as provided in
      the
      preceding sentence.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (3) In
      the
      event that, within twelve (12) months of any Change in Control of the Company,
      the Company terminates the employment of the Executive under this Agreement,
      other than for Cause as defined in Section 6(d), or the Executive's employment
      is terminated for reasons constituting a Constructive Termination as defined
      in
      Section 6(f), then, in any such event, such termination shall be deemed to
      be a
      Termination by the Company other than for Cause and the Executive shall be
      entitled to such Compensation and Benefits as set forth in Subsection 6(h)
      of
      this Agreement.

    


    h. Compensation
      and Benefits Upon Termination of Executive Employment.
      In the
      event of any termination of Executive's employment other than for Cause under
      Section 6(d), or any termination of Executive's employment pursuant to Section
      6(f) or Section 6(g), on the effective date of any such termination, the
      Executive shall be entitled to receive the following:

     

    
      (1)
        All
        life, disability, health insurance and all other benefits pursuant to Section
        5,
        to which he was entitled to continue to receive thirty (30) days prior to
        the
        Effective Date of such termination, for a period equal to the lesser of (A)
        the
        date of termination until a date one year after the end of the initial
        employment contract term, or (B) three (3) years from the date of termination,
        and which benefits shall be made for such period (as determined herein)
        following the effective date of such termination; provided that the Executive
        shall receive the cash equivalent of all or any part of such life, disability,
        health insurance and all other benefits from the Company (in lieu of receiving
        such benefits) in the event such benefits can not be provided to Executive
        in-kind; plus 

       

    

    (2) An
      amount
      equal to (3) times the Executive's annual Base Salary, based upon the greater
      of
      the Executive's Base Salary (i) immediately prior to the effective date of
      termination or (ii) as of ninety (90) days prior to the effective date of
      termination; provided that all Base Compensation shall be payable to the
      Executive bi-weekly.

    


    The
      provisions of this Section 6.h notwithstanding, the Compensation and Benefits
      to
      be received by the Executive pursuant to this Section 6.h shall not exceed
      the
      amount set forth in Section 162(m) of the Internal Revenue Code, or its
      successor provision.

    


    i. Notwithstanding
      anything to the contrary herein provided, if Executive is considered a
      "specified employee" (as defined in Treasury Regs. §1.409A-1(i)) as of the date
      of his termination of employment, no "deferred compensation payments" shall
      be
      made to Executive hereunder before the date which is six (6) months after the
      date of Executive's termination of employment (or upon the Executive's death,
      if
      earlier) (the "Restricted Period"). Any deferred compensation payments which
      would otherwise be required to be made to Executive during the Restricted Period
      shall be retained by the Company and paid to Executive on the first day after
      the end of the Restricted Period. The foregoing restriction on the payment
      of
      amounts to Executive during the Restricted Period shall not apply to the payment
      of employment taxes. The term "deferred compensation payments" shall mean any
      payment or series of payments which is considered to be non-qualified deferred
      compensation under Treasury Regs. §1.409A-1(a) and otherwise subject to the
      requirements of Treasury Regs. §1.409A-3(i)(2). Notwithstanding the above, in
      the event there is a material change in the law relaxing the applicability
      of
      the six-month waiting period or further limiting the nature of compensation
      subject such waiting period, that this Agreement will be automatically modified
      to comply with those changes. 

     

    7. Covenant
      Not to Compete and Non-Disclosure of Information.

    


    a. Covenant
      Not to Compete.
      The
      Executive acknowledges and recognizes the highly competitive nature of the
      Company's business and the goodwill, continued patronage, and specifically
      the
      names and addresses of the Company's Clients (as hereinafter defined) constitute
      a substantial asset of the Company having been acquired through considerable
      time, money and effort. Accordingly, in consideration of the execution of this
      Agreement, in the event the Executive's employment is terminated by reason
      of
      disability pursuant to Section 6(b) or for Cause pursuant to Section 6(c),
      then
      the Executive agrees to the following:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    i
      .That
      during the Restricted Period (as hereinafter defined) and within the Restricted
      Area (as hereinafter defined), the Executive will not, individually or in
      conjunction with others, directly or indirectly, engage in any Competitive
      Business Activities (as hereinafter defined), whether as an officer, director,
      proprietor, employer, partner, independent contractor, investor (other than
      as a
      holder solely as an investment of less than 1% of the outstanding capital stock
      of a publicly traded corporation), consultant, advisor or agent.

    


    ii. That
      during the Restricted Period and within the Restricted Area, the Executive
      will
      not, directly or indirectly, compete with the Company by soliciting, inducing
      or
      influencing any of the Company's Clients which have a business relationship
      with
      the Company at the time during the Restricted Period to discontinue or reduce
      the extent of such relationship with the Company.

    


    b. Non-Disclosure
      of Information.
      In the
      event Executive's employment has been terminated pursuant to either Section
      6(b)
      or Section 6(c) hereof, Executive agrees that, during the Restricted Period,
      Executive will not use or disclose any Proprietary Information of the Company
      for the Executive's own purposes or for the benefit of any entity engaged in
      Competitive Business Activities. As used herein, the term "Proprietary
      Information" shall mean trade secrets or confidential proprietary information
      of
      the Company which are material to the conduct of the business of the Company.
      No
      information can be considered Proprietary Information unless the same is a
      unique process or method material to the conduct of Company's Business, or
      is a
      customer list or similar list of persons engaged in business activities with
      Company, or if the same is otherwise in the public domain or is required to
      be
      disclosed by order of any court or by reason of any statute, law, rule,
      regulation, ordinance or other governmental requirement. Executive further
      agrees that in the event his employment is terminated pursuant to Sections
      6(b)
      or 6(c) above, all Documents in his possession at the time of his termination
      shall be returned to the Company at the Company's principal place of
      business.

    


    c. Documents.
      "Documents" shall mean all original written, recorded, or graphic matters
      whatsoever, and any and all copies thereof, including, but not limited to:
      papers; books; records; tangible things; correspondence; communications; telex
      messages; memoranda; work-papers; reports; affidavits; statements; summaries;
      analyses; evaluations; client records and information; agreements; agendas;
      advertisements; instructions; charges; manuals; brochures; publications;
      directories; industry lists; schedules; price lists; client lists; statistical
      records; training manuals; computer printouts; books of account, records and
      invoices reflecting business operations; all things similar to any of the
      foregoing however denominated. In all cases where originals are not available,
      the term "Documents" shall also mean identical copies of original documents
      or
      non-identical copies thereof.

    


    d. Company's
      Clients.
      The
      "Company's Clients" shall be deemed to be any partnerships, corporations,
      professional associations or other business organizations for whom the Company
      has performed Business Activities.

     

    e. Restrictive
      Period.
      The
      "Restrictive Period" shall be deemed to be twelve (12) months following
      termination of this Agreement pursuant to Sections 6(b) or 6(c) of this
      Agreement.

    


    f. Restricted
      Area.
      The
      "Restricted Area" shall, if this Agreement has been terminated pursuant to
      Section 6(b) or 6(c), be the area commonly included as part of the "Standard
      Metropolitan Statistical Area" of Pompano Beach, Florida.

    


    g. Competitive
      Business Activities.
      The
      term "Competitive Business Activities" as used herein shall be deemed to mean
      the Business.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    h. Covenants
      as Essential Elements of this Agreement.
      It is
      understood by and between the parties hereto that the foregoing covenants
      contained in Sections 7(a) and (b) are essential elements of this Agreement,
      and
      that but for the agreement by the Executive to comply with such covenants,
      the
      Company would not have agreed to enter into this Agreement. Such covenants
      by
      the Executive shall be construed to be agreements independent of any other
      provisions of this Agreement. The existence of any other claim or cause of
      action, whether predicated on any other provision in this Agreement, or
      otherwise, as a result of the relationship between the parties shall not
      constitute a defense to the enforcement of such covenants against the
      Executive.

    


    i.
      Survival
      After Termination of Agreement.
      Notwithstanding anything to the contrary contained in this Agreement, the
      covenants in Sections 7(a) and (b) shall survive the termination of this
      Agreement and the Executive's employment with the Company.

    


    j. Remedies.

    


    i.
      The
      Executive acknowledges and agrees that the Company's remedy at law for a breach
      or threatened breach of any of the provisions of Section 7(a) or (b) herein
      would be inadequate and a breach thereof will cause irreparable harm to the
      Company. In recognition of this fact, in the event of a breach by the Executive
      of any of the provisions of Section 7(a) or (b), the Executive agrees that,
      in
      addition to any remedy at law available to the Company, including, but not
      limited to monetary damages, all rights of the Executive to payment or otherwise
      under this Agreement and all amounts then or thereafter due to the Executive
      from the Company under this Agreement may be terminated and the Company, without
      posting any bond, shall be entitled to obtain, and the Executive agrees not
      to
      oppose the Company's request for equitable relief in the form of specific
      performance, temporary restraining order, temporary or permanent injunction
      or
      any other equitable remedy which may then be available to the
      Company.

     

    ii.The
      Executive acknowledges that the granting of a temporary injunction, temporary
      restraining order or permanent injunction merely prohibiting the use of
      Proprietary Information would not be an adequate remedy upon breach or
      threatened breach of Section 7(a) or (b) and consequently agrees, upon proof
      of
      any such breach, to the granting of injunctive relief prohibiting any form
      of
      competition with the Company. Nothing herein contained shall be construed as
      prohibiting the Company from pursuing any other remedies available to it for
      such breach or threatened breach.

    


    8. Indemnification.
      

    


    a. The
      Executive shall continue to be covered by the Articles of Incorporation and/or
      the Bylaws of the Company with respect to matters occurring on or prior to
      the
      date of termination of the Executive's employment with the Company, subject
      to
      all the provisions of Florida and Federal law and the Articles of Incorporation
      and Bylaws of the Company then in effect. Such reasonable expenses, including
      attorneys' fees, that may be covered by the Articles of Incorporation and/or
      Bylaws of the Company shall be paid by the Company on a current basis in
      accordance with such provision, the Company's Articles of Incorporation and
      Florida law. To the extent that any such payments by the Company pursuant to
      the
      Company's Articles of Incorporation and/or Bylaws may be subject to repayment
      by
      the Executive pursuant to the provisions of the Company's Articles of
      Incorporation or Bylaws, or pursuant to Florida or Federal law, such repayment
      shall be due and payable by the Executive to the Company within twelve (12)
      months after the termination of all proceedings, if any, which relate to such
      repayment and to the Company's affairs for the period prior to the date of
      termination of the Executive's employment with the Company and as to which
      Executive has been covered by such applicable provisions.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    b. The
      Company specifically acknowledges and agrees that the Executive has personally
      guaranteed certain obligations on behalf of the Company and further that the
      Executive is personally liable for certain obligations of the Company. The
      Company shall indemnify and hold the Executive harmless from any and all
      obligations that the Executive may incur, including, without limitation, costs
      and attorneys fees in connection with such guaranties or personal liabilities.
      Any costs or expenses that may be incurred by the Executive in connection with
      such liabilities or guaranties shall be reimbursed to the Executive, upon
      receipt by the Company of documented evidence of such liabilities, within three
      (3) business days of the receipt of such documented evidence. 

    


    9. Withholding.
      Anything to the contrary notwithstanding, all payments required to be made
      by
      the Company hereunder to the Executive or the Executive's estate or
      beneficiaries shall be subject to the withholding of such amounts, if any,
      relating to tax and other payroll deductions as the Company may reasonably
      determine it should withhold pursuant to any applicable law or regulation.
      In
      lieu of withholding such amounts, the Company may accept other arrangements
      pursuant to which it is satisfied that such tax and other payroll obligations
      will be satisfied in a manner complying with applicable law or
      regulation.

     

    10. Certain
      Tax Matters.
      The
      Company shall indemnify and hold the Executive harmless from and against (i)
      the
      imposition of excise tax (the "Excise Tax") under Section 4999 of the Internal
      Revenue Code of 1986, as amended (or any successor provision thereto, the
ACode@),
      on any
      payment made under this Agreement (including any payment made under this
      paragraph) and any interest, penalties and additions to tax imposed in
      connection therewith, and (ii) any federal, state or local income tax imposed
      on
      any payment made pursuant to this paragraph. The Executive shall not take the
      position on any tax return or other filing that any payment made under this
      Agreement is subject to the Excise Tax, unless, in the opinion of independent
      tax counsel reasonably acceptable to the Company, there is no reasonable basis
      for taking the position that any such payment is not subject to the Excise
      Tax
      under U.S. tax law then in effect. If the Internal Revenue Service makes a
      claim
      that any payment or portion thereof is subject to the Excise Tax, at the
      Company's election, and the Company's direction and expense, the Executive
      shall
      contest such claim; provided, however, that the Company shall advance to the
      Executive the costs and expenses of such contest, as incurred. For the purpose
      of determining the amount of any payment under clause (ii) of the first sentence
      of this paragraph, the Executive shall be deemed to pay federal income taxes
      at
      the highest marginal rate of federal income taxation applicable to individuals
      in the calendar year in which such indemnity payment is to be made and state
      and
      local income taxes at the highest marginal rates of taxation applicable to
      individuals as are in effect in the jurisdiction in which the Executive is
      resident, net of the reduction in federal income taxes that is obtained from
      deduction of such state and local taxes.

    


    11.  Notices.
      Any
      notice required or permitted to be given under the terms of this Agreement
      shall
      be sufficient if in writing and if sent postage prepaid by registered or
      certified mail, return receipt requested; by overnight delivery; by courier;
      or
      by confirmed telecopy, in the case of the Executive to the Executive's last
      place of business or residence as shown on the records of the Company, or in
      the
      case of the Company to its principal office as set forth in the first paragraph
      of this Agreement, or at such other place as it may designate.

    


    12.  Waiver.
      Unless
      agreed in writing, the failure of either party, at any time, to require
      performance by the other of any provisions hereunder shall not affect its right
      thereafter to enforce the same, nor shall a waiver by either party of any breach
      of any provision hereof be taken or held to be a waiver of any other preceding
      or succeeding breach of any term or provision of this Agreement. No extension
      of
      time for the performance of any obligation or act shall be deemed to be an
      extension of time for the performance of any other obligation or act
      hereunder.

     

    13.  Completeness
      and Modification.
      This
      Agreement constitutes the entire understanding between the parties hereto
      superseding all prior and contemporaneous agreements or understandings among
      the
      parties hereto concerning the Employment Agreement. This Agreement may be
      amended, modified, superseded or canceled, and any of the terms, covenants,
      representations, warranties or conditions hereof may be waived, only by a
      written instrument executed by the parties or, in the case of a waiver, by
      the
      party to be charged.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    14.  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute but one
      agreement.

    


    15.  Binding
      Effect/Assignment.
      This
      Agreement shall be binding upon the parties hereto, their heirs, legal
      representatives, successors and assigns. This Agreement shall not be assignable
      by the Executive but shall be assignable by the Company in connection with
      the
      sale, transfer or other disposition of its business or to any of the Company's
      affiliates controlled by or under common control with the Company.

    


    16.  Governing
      Law.
      This
      Agreement shall become valid when executed and accepted by Company. The parties
      agree that it shall be deemed made and entered into in the State of Florida
      and
      shall be governed and construed under and in accordance with the laws of the
      State of Florida. Anything in this Agreement to the contrary notwithstanding,
      the Executive shall conduct the Executive's business in a lawful manner and
      faithfully comply with applicable laws or regulations of the state, city or
      other political subdivision in which the Executive is located.

    


    17.  Further
      Assurances.
      All
      parties hereto shall execute and deliver such other instruments and do such
      other acts as may be necessary to carry out the intent and purposes of this
      Agreement.

    


    18.  Headings.
      The
      headings of the sections are for convenience only and shall not control or
      affect the meaning or construction or limit the scope or intent of any of the
      provisions of this Agreement.

    


    19.  Survival.
      Any
      termination of this Agreement shall not, however, affect the ongoing provisions
      of this Agreement which shall survive such termination in accordance with their
      terms.

    


    20.  Severability.
      The
      invalidity or unenforceability, in whole or in part, of any covenant, promise
      or
      undertaking, or any section, subsection, paragraph, sentence, clause, phrase
      or
      word or of any provision of this Agreement shall not affect the validity or
      enforceability of the remaining portions thereof.

    


    21.  Enforcement.
      Should
      it become necessary for any party to institute legal action to enforce the
      terms
      and conditions of this Agreement, the successful party will be awarded
      reasonable attorneys' fees at all trial and appellate levels, expenses and
      costs.

     

    22.  Venue.
      Company
      and Executive acknowledge and agree that the U.S. District for the Southern
      District of Florida, or if such court lacks jurisdiction, the 15th Judicial
      Circuit (or its successor) in and for Palm Beach County, Florida, shall be
      the
      venue and exclusive proper forum in which to adjudicate any case or controversy
      arising either, directly or indirectly, under or in connection with this
      Agreement and the parties further agree that, in the event of litigation arising
      out of or in connection with this Agreement in these courts, they will not
      contest or challenge the jurisdiction or venue of these courts.

    


    23.  Construction.
      This
      Agreement shall be construed within the fair meaning of each of its terms and
      not against the party drafting the document.

    


    24.
       Compensation
      for Sale of Company.
      In the
      event the Company is sold for a Company Sale Price in excess of the Current
      Capitalization during the Term of the Agreement, and the Company Sale Price
      represents at least $2.50 per share (adjusted for recapitalization including
      but
      not limited to splits and reverse splits), the Executive will receive cash
      compensation of two and one-half percent (2.5%) of the excess of the Company
      Sale Price over the Current Capitalization, payable in immediately available
      funds at the time of closing such transaction. The Current Capitalization is
      defined as the sum of (i) the number of common shares issued and outstanding,
      (ii) the common stock equivalent shares related to paid for but not converted
      preferred shares and (iii) the number of common shares underlying “in-the-money”
warrants and options, such sum multiplied by the market price per share and
      then
      reduced by the proceeds payable upon exercise of the “in-the-money” warrants and
      options, all determined as of the date of this Agreement but the market price
      per share used for this purpose to be no less than $2.00. The Company Sale
      Price
      is defined as the number of common shares outstanding at the time the Company
      is
      sold multiplied by the price per share paid in such Company sale
      transaction.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    25.
       Change
      of Control Waiver and AntiDilution.
      In
      consideration of the Executive’s agreement that the Change of Control excludes
      any Merger and any related financing within six (6) months of the Effective
      Date, which agreement represents a concession from the predecessor employment
      contract, as well as to address dilution of the Executive’s current options as a
      result of that Merger and any related financing, the Company agrees to grant
      the
      Executive fully vested options for shares equivalent to 1% of the total number
      of shares to be issued in connection with that Merger and/or any related
      financing. These options will be granted at the time of the signing of a
      definitive Merger agreement, exercisable over four years from the date of such
      grant and with an exercise price equal to the fair value at the date of grant.
      The Company agrees to register these and all other shares or options held by
      Executive, whether issued during or prior to the Term of this Agreement, with
      or
      simultaneously to any shares registered in connection with that Merger and/or
      any related financing.

    


    THE
      EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS READ ALL OF THE TERMS OF THIS
      AGREEMENT, UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND
      CONDITIONS.

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of date set forth
      in the first paragraph of this Agreement. 

     

    

      
        	 	 	
                The
                  Company:

              	 
	 	 	 	 	 
	
                Witnesses:

              	 	
                ONSTREAM
                  MEDIA CORPORATION 

              	 
	 	 	 	 	 
	 	 	 	 	 
	  
	 	
                By: 

              	/s/
                Randy Selman	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                Witness:

              	 	
                The
                  Executive

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	  
	 	
                By:
                  

              	
                /s/
                  Clifford Friedland

              	 
	 	 	 	
                Clifford
                  Friedland

              	 


      

    

     

    
      
        
        

      

      
        12