EMPLOYMENTAGREEMENT


             


            THIS
            EMPLOYMENT AGREEMENT (“Agreement”) made
            this 1st day of January 2007
            by and between Media Depot, a Nevada corporation with offices at 12
            North Washington Street, Montoursville, PA 17754 (the
            “Company” or
            “Party”) and Michael D. Parnell
            of Little Rock, AR (“Employee”
            or
            “Party”).
            Company and
            Employee collectively referred to herein as
            Parties.


             


            
            WHEREAS,
            Employee and
            Company desire to memorialize their
            understandings with respect to the employment of
            Employee.


             


            NOW
            THEREFORE, IN VIEW OF THE FOREGOING; AND IN FURTHER CONSIDERATION OF THE MUTUAL
            PROMISES HEREINAFTER SET FORTH, THE PARTIES HERETO DO HEREBY AGREE AS
            FOLLOWS:


             


            
                	
                            
                            Article 1.

                        	
                            
                            EMPLOYMENT.

                        


            


            
            Company agrees to employ
            Employee and
            Employee agrees to serve
            Company, during the term of employment
            described in Article 2 which may be extended pursuant to the terms described
            therein.


             


            
                	
                            
                            Article 2.

                        	
                            
                            TERM.

                        


            


            This
            Agreement shall continue for a period of three (3) years (“Term”) from the
            date of this Agreement and shall be automatically renewed and extended, unless on or
            before 90 days prior to the conclusion of the Term or any extended term,
            Company or
            Employee gives written notice to the other
            of intention not to extend the Term, which will otherwise be automatically extended for
            further periods of one (1) year each. Company
            shall endeavor to provide notification to
            Employee that the Term has been so
            extended, but the failure to provide such notice shall not limit the rights of the
            parties under this section.


             


            
                	
                            
                            Article 3.

                        	
                            
                            DUTIES,POSITION
                            AND DEFINITIONS.

                        


            


             


            
            FULL TIME.
            Employee shall devote his/her full business
            time and best efforts to the business and affairs of
            Company and shall not be otherwise
            gainfully employed, except that Employee
            may have other business investments and participate in other business
            ventures which may, from time to time, require minor portions of
            Employee’s time, but which shall not
            interfere or be inconsistent with
            Employee’s duties hereunder and
            except that Employee may devote a
            reasonable amount of time to attending to investments and the like.


            
             


            
            POSITION.
            Employee shall serve as
            Company's Chief Executive
            Officer.


            
             


            
            DUTIES - GENERAL DESCRIPTION.
            Employee has extensive experience as a
            manager in the Company's industry.
            Based upon this experience, Employee
            shall perform various services for the
            Company as are customary in the industry
            and as directed from time to time by
            Company’s Board of Directors, and as
            set forth in Exhibit
            “1”.


            
             


            
            REPORTING.
            Employee shall report as requested to the
            Board of Directors of
            Company.


            
             


            
            LOCATION.
            Employee shall be based in Pennsylvania
            and/or Arkansas.


            
             


            
            TERRITORY.
            Employee’s geographic area of
            responsibilities shall be as determined by
            Company’s business.


             


            
            1


            ©
            C. Giannetto, Esq. 2001


             

            
            

            


             

            

            

            

            
                	
                            
                            Article 4.

                        	
                            
                            COMPENSATION.

                        


            


            During
            the Term hereof, Company shall pay
            to Employee on a bi-weekly basis or
            per the regular pay period of Company
            an annual salary of:


            
                	
                            
                             

                        	
                            
                            Year 1: Seventy Two Thousand Dollars ($72,000.00)
                            USD

                        


            


            
                	
                            
                             

                        	
                            
                            Year 2: Seventy Eight Thousand Dollars ($78,000.00)
                            USD

                        


            


            
                	
                            
                             

                        	
                            
                            Year 3: Eighty Five Thousand Dollars ($85,000.00)
                            USD

                        


            


            
                	
                            
                             

                        	
                            
                            Year 4 and thereafter: Negotiated

                        


            


            
            Performance bonuses may be paid from time to time based upon agreed
            objectives.


             


            
                	
                            
                            Article 4a.

                        	
                            
                            SEVERANCE.

                        


            


            In the
            event the Company is acquired by another person or entity, merged or liquidated, after
            the merger with Calypso Financial Services, whereby the current management and/or
            shareholders of the Company are no longer in control, the Company agrees to immediately
            pay to Employee the sum of
            $500,000.          


             


            
                	
                            
                            Article 5.

                        	
                            
                            REIMBURSEMENTOF
                            EXPENSES.

                        


            


            
            Employee is authorized to incur reasonable
            expenses for promoting the business of
            Company, limited to travel, entertainment
            and like expenses. All expenses shall be itemized on a standard
            Company form along with proof of the
            expenses furnished to Company's
            Treasurer/CFO/COO and Employee
            shall upon such itemization, proof and approval by
            Employee's Treasurer/CFO/COO, be reimbursed
            by the Company within two (2) weeks
            after submittal by
            Employee.


             


            
                	
                            
                            Article 6.

                        	
                            
                            VACATIONS.

                        


            


            
            Employee shall be entitled each year to a
            paid vacation of not in excess of four ( 4 ) weeks. Any past vacation accruals not used
            during the calendar year earned shall be forfeited.


             


            
                	
                            
                            Article 7.

                        	
                            
                            BENEFITS.

                        


            


            
            Employee shall be entitled to the benefits
            listed on the Article 20,
            Schedule of Benefits herein and to
            such other fringe benefits as Company
            may generally extend to executive employees of
            Company, including health and
            hospitalization for Employee and
            his immediate family.


             


            
                	
                            
                            Article 8.

                        	
                            
                            BONUS.

                        


            


            
            Employee shall be paid an annual Bonus, as
            approved by the Company's Board of
            Directors as set forth herein in Article
            21, Incentive
            Programs.


             


            
                	
                            
                            Article 9.

                        	
                            
                            TERMINATION.

                        


            


            Except
            as set forth below, Employee's
            employment hereunder may only be terminated by
            Company for just cause. Just cause shall
            include Employee's unexplained
            absence for a period of five (5) days excluding absence resulting from injury or
            illness; Employee's failure to
            diligently perform the duties described herein and other responsibilities from time to
            time assigned by Company to
            Employee within the scope of his work; any
            breach by Employee under the terms
            of this Agreement that is not cured within fourteen (14) days after notice; any act
            by Employee of dishonesty,
            disloyalty or bad faith or any material action or series of actions which are contrary
            to the interest of the Company, that
            is not cured within fourteen (14) days after notice.
            Company may terminate this Agreement (and
            be relieved of all further liability hereunder) at any time after
            Employee shall be absent from his
            employment, without explanation, for a continuous period of more than ten days (10) or
            for a non-continuous period of thirty (30) days during any three (3) year period during
            the Term, excluding that created by injury or illness.


             


            
                	
                            
                            Article 10.

                        	
                            
                            WARRANTY,REPRESENTATION
                            AND INDEMNIFICATION.

                        


            


            
            Employee represents he is not presently a
            party to any prior agreement or understanding with a former employer or with any other
            person or business or any other legal restriction or obligation which would in any
            manner prohibit, impede, or hinder Employee’s
            employment with or performance of
            Employee’s duties in the course of
            employment by Company.
            Employee agrees that if the
            Company becomes party to any legal action
            resulting from a breach of this provision, Employee
            shall indemnify the Company
            for any and all costs of defending such action, including
            attorneys’ fees.


             


            
            2

             

            
                	
                            
                            Initials: __________

                        	
                            
                            Initials: __________

                        


            

            

            

            
            
            

            


             


            
                	
                            
                            Article 11.

                        	
                            
                            CONFIDENTIAL
                            INFORMATION.

                        


            


            
            Employee agrees
            Media Depot’s products, services,
            production techniques, product and service development, operating procedures, pricing
            structure, customer requirements, customer lists, “know-how”,
            “show-how”, marketing, and certain other information (collectively
            “Company Confidential
            Information”) are proprietary and confidential and are the property of
            Company.
            Employee further agrees that in order to
            enable Company to perform services
            for its customers, such customers may furnish to
            Company, confidential information
            concerning their business, property,
            methods of operation, or other data (“Customer Confidential
            Information”). Employee agrees
            the goodwill of Company depends
            upon, among other things, the
            Company,
            Employee and its other employees protecting
            such Confidential Information. Company
            and Customer Confidential Information collectively referred to in this
            Agreement as “Confidential Information”.


             


            
                	
                            
                            Article 12.

                        	
                            
                            NON-DISCLOSURE.

                        


            


            
            Employee agrees, except as directed
            by Company,
            Employee will not at any time, whether
            during or after his employment with
            Company, disclose to any party or person or
            use any Confidential Information, or permit any person to examine and/or make copies of
            any documents which contain or are derived from Confidential Information, whether
            prepared by Employee or otherwise
            coming into Employee's possession or
            control, without the prior written permission of
            Company; unless such Confidential
            Information comes into the public domain through no action of
            Employee.


             


            
                	
                            
                            Article 13.

                        	
                            
                            POSSESSION.

                        


            


            
            Employee agrees that upon request by
            Company, and in any event upon termination
            of employment, Employee shall turn
            over to Company any and all
            documents, papers or other material in his possession (in any format) or under
            Employee’s control which may contain
            or be derived from Confidential Information, together with all documents, notes or
            other work product (in any format) which is connected with or derived therefrom
            in Employee's possession.
            Employee agrees s/he shall have no
            proprietary interest in any work product, inventions, patents, or property, developed
            or used by Employee and/or arising
            out of his/her employment by
            Company.
            Employee shall, from time to time, as may
            be requested by Company, do all
            things which may be necessary or appropriate to establish or document
            Company's ownership of any such work
            product, property, patents, and inventions, including, but not limited to, execution of
            appropriate assignments.


             


            
                	
                            
                            Article 14.

                        	
                            
                            ENFORCEABLILITY.

                        


            


            The
            provisions of the Agreement shall be enforceable notwithstanding the existence of any
            claim or cause of action of Employee
            against the Company
            whether predicated on this Agreement or otherwise.


             


            
                	
                            
                            Article 15.

                        	
                            
                            WAIVER.

                        


            


            The
            failure of either party to require the performance of any term or condition of this
            Agreement, or the waiver by either party of any breach of the Agreement shall not
            prevent a subsequent enforcement of any such term or any other term nor be deemed to be
            a waiver of any subsequent enforcement.


             


            
                	
                            
                            Article 16.

                        	
                            
                            ASSIGNMENT.

                        


            


            
            Employee recognizes the
            Company is contracting for his/her personal
            services and therefore Employee
            shall not assign any of his duties, and any attempted or purported
            assignment shall be null and void. Notwithstanding the foregoing
            Employee may delegate certain of his
            responsibilities to subordinates employed by the
            Company, provided
            Employee shall have overall responsibility
            for the performance of such subordinates.


             


            
                	
                            
                            Article 17.

                        	
                            
                            GOVERNINGLAW
                            .

                        


            


             


             


            
            3

             

            
                	
                            
                            Initials: __________

                        	
                            
                            Initials: __________

                        


            

            

            

            
            
            

            


             


             


            The
            Agreement shall be governed by and construed in accordance with, the laws of the State
            of Pennsylvania and the parties agree to be personally bound by the decisions, rulings
            and/or judgments issued by the courts of the State of Pennsylvania.


             


            
                	
                            
                            Article 18.

                        	
                            
                            ENTIRE AGREEMENT and
                            NOTICES.

                        


            


            This
            Agreement contains the entire agreement of the parties relating to the subject matter
            hereof. This Agreement may be modified only by an instrument in writing signed by both
            Parties. Any notice to be given under this Agreement shall be sufficient if it is in
            writing and is sent by certified mail to Employee
            at his/her residence address as the same appears on the books and
            records of the Company or to
            the Company at its principal office,
            attention of the Board of Directors, or otherwise as directed by the
            Company, from time to time. The provisions
            of this Agreement relating to confidentiality, non-disclosure, non-competition and
            non-solicitation contained in Articles 13, 14, 15, 16, 17, 18, 19 and 20 shall survive
            the termination of employment unless such termination is caused by the
            Company without just cause.


             


            
                	
                            
                            Article 19.

                        	
                            
                            ARBITRATION.

                        


            


            Any
            disputes under this Agreement shall be settled by arbitration before the American
            Arbitration Association in Harrisburg, Pennsylvania, in accordance with the Commercial
            Rules then existing. Any judgment and/or award issued by such American Arbitration
            Association shall be binding upon the parties hereto and may be entered in any court of
            competent jurisdiction.


             


             


            
                	
                            
                            Article 20.

                        	
                            
                            SCHEDULE OF
                            BENEFITS.

                        


            


             


            
            Group Health Insurance for Employee and
            immediate family. - Paid by
            the Company


            
             


            
            401 K Plan when established (with employer and/or employer contributions
            per company policy)


            
             


            
                	
                            
                            Article 21.

                        	
                            
                            INCENTIVE
                            PROGRAMS.

                        


            


            In
            addition to the compensation of Employee
            in Article 4,
            Company shall pay
            Employee a bonus in accordance with the
            following:


             


            
                	
                            
                            Article 22.

                        	
                            
                            BUSINESS PLAN and PRO
                            FORMAS.

                        


            


            
            Attached hereto and made as part hereof as
            Exhibit 2 are a 3 Year Business Plan and
            Pro Formas for Company. In order
            for Employee to be eligible for
            the Incentive Program
            in Article 25
            above, Company must
            meet the Pro Forma results set forth is said Exhibit, plus or minus ten (10%)
            percent.


             


            
                	
                            
                            Article 23.

                        	
                            
                            SUPERCEDURE.

                        


            


            This
            Agreement shall supercede any and all prior agreements between
            Employee and
            Company. Further, in the event of a
            conflict between this Agreement and the current Company – Employee Handbook now
            in effect, this Agreement shall control.


             


            IN
            WITNESS WHEREOF, the undersigned have hereunto set their
            hands as of the date first above written.


             


            
                	
                            
                             

                        	
                            
                            COMPANY:
                            Media Depot

                        


            


             


            
                	
                            
                             

                        	
                            
                            By:
                            _______________________________________________________

                        


            


             


            
                	
                            
                             

                        	
                            
                            Its:
                            _______________________________________________________

                        


            


             


             


            
            4

             

            
                	
                            
                            Initials: __________

                        	
                            
                            Initials: __________

                        


            

            

            

            
            
            

            


             


            
                	
                            
                             

                        	
                            
                            EMPLOYEE:

                        


            


             


             


            
            ___________________________________________________________


             


             


            
            5

             

            
                	
                            
                            Initials: __________

                        	
                            
                            Initials: __________

                        


            

            

            

            
            
            

            


             


             


            
            EXHIBIT 1


             


            
            Media Depot  


             


            
            Job Description


             


            
                	
                            
                            Job Title:

                        	
                            
                            Chief Executive Officer

                        


            


            
                	
                            
                            Department:

                        


            


            
                	
                            
                            Reports To:

                        


            


            
                	
                            
                            FLSA Status:

                        


            


            
                	
                            
                            Prepared By:

                        


            


            
                	
                            
                            Prepared Date:

                        


            


            
                	
                            
                            Approved By:

                        


            


            
                	
                            
                            Approved Date:

                        


            


             


            
            Summary: Manages and directs the
            organization toward its primary objectives, based on profit and return on capital, by
            performing the following duties personally or through subordinate managers.


             


            
            Essential Duties and Responsibilities:
            include the following. Other duties may be assigned.


             


            Plans,
            coordinates, and controls the daily operation of the organization through the
            organization's managers.


            
            Establishes current and long-range goals, objectives, plans and
            policies, subject to approval by the Board of Directors.


             


            
            Dispenses advice, guidance, direction, and authorization to carry out
            major plans, standards and procedures, consistent with established policies and Board
            approval.


             


            Meets
            with organization's other executives to ensure that operations are being executed in
            accordance with the organization's policies.


             


            
            Oversees the adequacy and soundness of the organization's financial
            structure.


             


            Reviews
            operating results of the organization, compares them to established objectives, and
            takes steps to ensure that appropriate measures are taken to correct unsatisfactory
            results.


             


            Plans
            and directs all investigations and negotiations pertaining to mergers, joint ventures,
            the acquisition of businesses, or the sale of major assets with approval of the Board
            of Directors.


             


            
            Establishes and maintains an effective system of communications
            throughout the organization.


             


            
            Represents the organization with major customers, shareholders, the
            financial community, and the public.


             


             


             


            
            Supervisory Responsibilities:


             


            
            Directly supervises management. Carries out supervisory responsibilities
            in accordance with the organization's policies and applicable laws. Responsibilities
            include interviewing, hiring, and training employees; planning, assigning, and
            directing work; appraising performance; rewarding and disciplining employees;
            addressing complaints and resolving problems.


             


             


            
            6

             

            
                	
                            
                            Initials: __________

                        	
                            
                            Initials: __________

                        


            

            

            

            
            
            

            


             


             


            
            Qualifications: To perform this job
            successfully, an individual must be able to perform each essential duty satisfactorily.
            The requirements listed below are representative of the knowledge, skill, and/or
            ability required. Reasonable accommodations may be made to enable individuals with
            disabilities to perform the essential functions.


             


            
            Education and/or Experience:


             


            Four to
            10 years related experience and/or training; or equivalent combination of education and
            experience.


             


            
            Language Skills:


             


            Ability
            to read, analyze and interpret general business periodicals, professional journals,
            technical procedures, or governmental regulations. Ability to write reports, business
            correspondence, and procedure manuals. Ability to effectively present information and
            respond to questions from groups of managers, clients, customers, and the general
            public.


             


            
            Mathematical Skills:


             


            Ability
            to work with mathematical concepts such as probability and statistical inference, and
            fundamentals of plane and solid geometry and trigonometry. Ability to apply concepts
            such as fractions, percentages, ratios, and proportions to practical
            situations.


             


            
            Reasoning Ability:


             


            Ability
            to define problems, collect data, establish facts, and draw valid conclusions. Ability
            to interpret an extensive variety of technical instructions in mathematical or diagram
            form and deal with several abstract and concrete variables.


             


             


             


            
            7

             

            
                	
                            
                            Initials: __________

                        	
                            
                            Initials: __________

                        


            

            

            

            
            
            

            


             


            
            EXHIBIT 2


             


            3 YEAR
            BUSINESS PLAN and PRO FORMAS


             


            TO
            BE DETERMINED.


             


             


            
            8

             

            
                	
                            
                            Initials: __________

                        	
                            
                            Initials: __________