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 Robert E. Tomlinson, an
        individual whose address is 2150 NE 65th
        Court,
        Fort Lauderdale, Florida 33308-1012 (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 the Chief Financial
        Officer and a Senior Vice President of the Company and shall have general
        executive operating supervision and authority over the financial aspects
        and
        affairs of the Company, its subsidiaries and divisions, including accounting
        and
        reporting matters, 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 Two Hundred Seven Thousand Two Hundred
        Thirty
        Dollars ($207,230.00) 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.

       

      
        
          
          

        

        
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      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.

      


      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.


       

      
        
          
          

        

        
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      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. 

      


      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.

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

        
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      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).

      


      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.

       

      
        
          
          

        

        
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      (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:

       

      
        
          
          

        

        
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      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.

       

      
        
          
          

        

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

      


      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.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      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.

      


      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.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      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 one and one-half percent (1.5%) 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.

      


      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/
                    Robert Tomlinson

                	 
	 	 	 	
                  Robert
                    Tomlinson

                	 


        

      

       

      
        
          
          

        

        
          12