Exhibit
10.38


SearchHelp,
Inc.


6800
Jericho Turnpike, Suite 208E


Syosset,
NY 11791





This
Employment Agreement (“Agreement”) is entered into on or about February 9, 2009
(the “Agreement Date”), by and between Peter Sealey, PH. D.
of  Sausalito, CA (the “Executive”) and SearchHelp, Inc.(the “Company” or “SearchHelp”), or together the
Parties.





RECITALS:





Whereas,
the Company desires to elect the Executive as Non-Executive Chairman of the
Board to provide personal services to the Company and the CEO, and also wishes
to provide the Executive with certain compensation and benefits in return for
such services; and




Whereas,
the Executive wishes to be hired and provide personal duties and services to the
Company in return for certain compensation and benefits.




Now,
therefore, in consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between the Parties hereto as
follows:


.


1.
            Definitions.





Unless
otherwise separately defined herein, as used in this Agreement, the following
terms shall have the meanings set forth below:





“Executive” shall mean
the position as Non-Executive of the Board.





“Affiliate” shall have
the same meaning as that term is defined in Rule 405 promulgated under the
Securities Act of 1933, as amended.





“Agreement Date” shall
mean the date in which the Current CEO and Chairman of the Board
resign.





“SearchHelp
Affiliates” shall mean and include any subsidiary of SearchHelp or any
division thereof now existing or formed at any time after the date of this
Agreement; any corporation which may merge into or with which SearchHelp may be
merged or consolidated; any corporation or renaming of the Company which may
result from any reorganization of SearchHelp.





“Change of Control”
shall mean the occurrence of any of the following:







(i)         Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing fifty percent (50%) or more of the total voting power
represented by the Company’s then outstanding voting securities;




(ii)        Any
merger or consolidation of the Company with any other entity that has been
approved by the stockholders of the Company, other than a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;




(iii)       Any
sale or disposition by the Company, in one transaction or a series of related
transactions, of all or substantially all the Company’s assets; or





2.
            Functions
      and Responsibilities.





2.1.      Title;
Duties and Responsibilities; Reporting; Place of
Performance..





2.1.1.        Subject
to the terms and conditions hereinafter set forth, the “Term” (as hereinafter
defined) of this Agreement, the Executive shall be employed as the Non-Executive
Chairman (“Non-Executive Chairman of the Board”) of SearchHelp and those
SearchHelp Affiliates or successor as shall be designated from time to time by
the Board of Directors of SearchHelp.  The Executive shall also serve
as the political figurehead of the Company (without additional
compensation).





2.1.2     Executive
shall perform and be responsible for all such services and duties (collectively,
the “Duties”
and “Services”)
as are customarily required of a Non-Executive Chairman of the Board within the
Company’s industry or lines of business or similar to the Company in revenues,
market capitalization and number of Executives (a “Comparable Company”).
In addition to his duties as Non-Executive Chairman, Executive shall render, to
SearchHelp and SearchHelp Affiliates or its successor, such other services and
duties consistent with Executive’s position and status as a Non-Executive
Chairman of the Board, as may be designated from time to time by the Board,
without any additional remuneration under this Agreement. Executive hereby
acknowledges that Executive may be asked to perform duties outside his normal
day to day role as may be required at a Comparable Company.





2.1.3.   
Non-Executive Chairman shall report to the Company's Board of
Directors.




2




2.2.         Term /
Exclusivity.





2.2.1. 
    The Term of this Agreement shall commence on the
Agreement Date, as defined above) and shall continue for one (1) year terms (the
“Initial Term”) unless sooner terminated in accordance with the provisions of
this Agreement. Following the Initial Term, this Agreement and the Executive’s
employment may be continued either under this Agreement or any other agreement,
upon a proxy shareholder approval. If an annual shareholder meeting and or proxy
do not occur, the Non-Executive Chairman’s term shall be extended for another
year under such terms that are mutually agreed upon and confirmed with the
approval of the Board of Directors. The Initial Term and any subsequent term of
employment of the Executive are herein collectively referred to as the
“Term”.





2.2.2.   
  Executive agrees to undertake to perform such Duties and Services in
a competent and professional manner, consistent with the skills to be possessed
by a Non-Executive Chairman of the Board, of a Comparable Company.
Executive shall be permitted to engage in other charitable, community,
professional or business activities, so long as such other activities do not
interfere with his performance hereunder.





2.2.3.   
  The Executive acknowledges that the Duties and Services shall be
performed as an “exempt’ Executive and that, as such, he shall not be entitled
to overtime or compensatory compensation other than periodic bonuses as may be
awarded to the Executive from time to time by the Board of Directors of the
Company in the exercise of their sole discretion.





2.2.4. 
    Notwithstanding anything to the contrary contained in
this Section 2.2, the Executive may acquire and/or retain, solely as an
investment, and may take customary actions to maintain and preserve Executive’s
ownership of:





(a)           Securities
of any partnership, trust, corporation or other person which are registered
under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended
and which are publicly traded as long as Executive’s investment amounts to less
than ten (10%) percent of the equity in such entity; and





(b)           Any
securities of a partnership, trust, corporation or other person not registered
as set forth in Section 2.2.4(a) above so long as such entity is not, directly
or indirectly, in competition with SearchHelp.





2.3.          Confidentiality.      Executive
acknowledges that the Services will, throughout the Term, bring Executive into
close contact with many confidential affairs of SearchHelp, including
information about costs, profits, markets, sales, products, key personnel,
pricing policies, operational methods, technical processes and other business
affairs and methods and other information not readily available to the public,
and plans for future development. SearchHelp has invested substantial time and
resources in developing, and then protecting, its confidential and proprietary
procedures and methods and in safeguarding its property and materials as well as
the property and materials of its customers. These procedures and methods
include, without limitation, all written policies and procedures and other
materials of SearchHelp and all property owned by customers or entrusted by
customers to the care of SearchHelp that have been designated either as Trade
Secrets and/or Confidential Information, each as described below. Trade Secrets
and Confidential Information are for the exclusive benefit of
SearchHelp, and by accepting employment with
SearchHelp.  Executive agrees not to use, either directly or
indirectly, any Trade Secrets or Confidential Information for any purpose other
than to perform his duties as required by this Agreement. Confidential
Information may also be protected as a Trade Secret. Executive covenants and
agrees that Executive will keep secret all Trade Secrets and/or Confidential
Information of SearchHelp which are not otherwise in the public domain and will
not disclose them to anyone outside of SearchHelp, except where such disclosure
may be required by law.


3





2.4.
            Non-Competition;
      Non-Solicitation;
Non-Interference.





(a)           During theExecutive’s
employment hereunder, Executive will be exposed to Confidential Information of
SearchHelp and the SearchHelp Affiliates, including, without limitation, details
about their software programs, algorithms, processes, methods, and any
intellectual property.  Accordingly, the competitive use and knowledge
of any of such information would substantially and irreparably injure the
business, prospects and value of SearchHelp and the SearchHelp
Affiliates.  Executive and SearchHelp also agree that the business of
SearchHelp and the SearchHelp Affiliates is both national and international in
nature due to the utility and methods of distribution of their
products.





(b)           Therefore,
Executive agrees that during the Term and for a period of three (3) years after
the end of the Term, Executive shall not, directly or indirectly, through any
other person, firm, corporation or other entity (whether as an officer,
director, Executive, partner, consultant, holder of equity or debt investment,
lender or in any other manner or capacity):





(1)           develop,
sell, market, offer to sell products and/or services or participate in any
business anywhere in the United States, or any other country, or province that
have the functional purpose or utilize the same or similar technology, as the
products of SearchHelp and the SearchHelp Affiliates, whether during the Term
such products exist or are contemplated, or otherwise engage in direct
competition with SearchHelp or the SearchHelp Affiliates;





(2)           solicit,
induce, encourage, recruit or attempt to induce, encourage or recruit any person
who is then employed or retained as a consultant by SearchHelp or any SearchHelp
Affiliate or who was employed or retained as a consultant by SearchHelp or any
SearchHelp Affiliate at any time during the twelve (12) month period preceding
the end of the Term for the purposes of being employed or retained by Executive,
by any entity or person on whose behalf Executive is acting as an agent,
representative or Executive or by any competitor of SearchHelp or any SearchHelp
Affiliate;





(3)           solicit,
induce or encourage or attempt to induce or encourage any person who is then
employed or retained as a consultant by SearchHelp or any SearchHelp Affiliate
or who was employed or retained as a consultant by SearchHelp or any SearchHelp
Affiliate at any time during the twelve (12) month period preceding the end of
the Term to terminate his or her employment, engagement or consulting
relationship with SearchHelp or any SearchHelp Affiliate, or to breach any other
obligation to SearchHelp or any SearchHelp Affiliate; or


4





(4)           solicit,
interfere with, disrupt, alter or attempt to disrupt or alter the relationship,
contractual or otherwise, between SearchHelp or any SearchHelp Affiliate
and any consultant, contractor, customer, potential customer, or supplier of
SearchHelp or any SearchHelp Affiliate.





(5)           solicit,
engage, contact, approach, induce or encourage or attempt to induce or encourage
any investor, money manager, fund, broker, partner, proposed partner,
corporation, Company, individual, consultant who SearchHelp has had any contact,
conversations, meetings, presentations, approached, at any time during the (24)
twenty four month period preceding the end of the Term to terminate his or her
employment, engagement, consulting relationship with SearchHelp or any
SearchHelp Affiliate.





(c)           Executive
acknowledges that the foregoing geographic, activity and time limitations
contained in this Section are reasonable and properly required for the adequate
protection of SearchHelp’ business.  In the event that any such
geographic, activity or time limitation is deemed to be unreasonable by a court,
Executive shall submit to the reduction of either said activity or time
limitation to such activity or period as the court shall deem
reasonable.  In the event that Executive is in violation of the
aforementioned restrictive covenants, then the time limitation thereof shall be
extended for a period of time equal to the pendency of such proceedings,
including appeals.





2.5           Indemnification;
Insurance.  SearchHelp shall, at SearchHelp’ sole expense,
defend and indemnify Executive to the fullest extent permitted by law in effect
as of the date hereof, or as hereafter amended, against all costs, expenses,
liabilities and losses (including, without limitation, reasonable attorneys'
fees, judgments, fines, penalties, ERISA excise taxes, penalties and amounts
paid in settlement) reasonably incurred by Executive in connection with a
Proceeding (as hereinafter defined).  For the purposes of this
section, a “Proceeding” shall
mean any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if Executive is made, or is threatened to be made, a party to, or
a witness in, such action, suit or proceeding by reason of the fact that he is
or was an officer, director or Executive of SearchHelp or any SearchHelp
Affiliate (or is or was serving as an officer, director, member, Executive,
trustee or agent of any other entity at the request of any SearchHelp or any
SearchHelp Affiliate). Executive may participate in his defense with Executive’s
own counsel. SearchHelp shall maintain a Director’s and Officer’s insurance
policy, naming and covering Executive in all of his employment capacities.
SearchHelp shall also provide coverage for Executive under liability and such
other insurance policies as may be reasonably warranted.  The terms
and amount of such coverage and the company underwriting such policies shall be
subject to the reasonable approval of Executive.




2.6           Employment
Procedures.By accepting employment
with SearchHelp, the Executive:





2.6.1.
agrees to follow all of SearchHelp’ lawful policies and procedures which are
otherwise applicable to all Company Executives generally, as they are currently
constituted and as they may change from time to time after written notice of
such to Executive, in the handling and safeguarding of Trade Secrets and
Confidential Information, including, without limitation, all sensitive,
confidential, proprietary procedures and methods and all written materials
belonging to SearchHelp and/or SearchHelp Affiliates, as well as the handling
and safeguarding of any property belonging to customers of SearchHelp and/or
SearchHelp Affiliates and placed in its or their safeguarding and care;
and


5





2.6.2.
agrees to exercise due care and diligence to avoid any unauthorized publication,
disclosure or use of Trade Secrets and/or Confidential Information and any
documents or other materials or referring to them; and





2.6.3.
agrees to not knowingly disclose to any third person at any time or for any
reason (other than controlled disclosure of Confidential Information to
investors, customers or vendors for legitimate business purposes of SearchHelp
or SearchHelp Affiliates), any Trade Secret or Confidential Information,
including, without limitation, any sensitive, proprietary procedure or method of
SearchHelp or SearchHelp Affiliates or any materials and/or property referred to
in this Section; and





2.6.4.
agrees to not reproduce for the use of any third party, without consent, the
procedures or policies of SearchHelp or SearchHelp Affiliates, or any property
belonging to its customers or suppliers.





2.6.5.
The restrictions set forth in this Section 2.6 will not restrict Executive from
disclosing (but only to the proper recipient to the extent expressly permitted
by this Agreement) any Trade Secret and/or Confidential Information which
Executive is required to disclose by law or an order of a court of competent
jurisdiction or any relevant governmental or regulatory agency; provided that
Executive shall, unless otherwise required by law or by rule of professional
conduct, have given prior written notice to SearchHelp of the disclosure
requirement and of the information to be disclosed to allow SearchHelp an
opportunity to seek a protective order.





2.6.6. In
consideration of this agreement and the covenants contained herein, the
Executive, on behalf of its attorneys, agents, representatives and associates,
agrees to hold SearchHelp harmless against all claims and fully release, remise,
acquit and discharge SearchHelp, and its predecessors, successors, assigns,
affiliates, heirs, family members, administrators, trustees, directors,
officers, Executives, partners, attorneys, agents, representatives and
associates from any and all claims, demands, liabilities, actions or causes of
action of any kind of character, at law or in equity, whether known or unknown,
accrued or not, present or future, in connection with, arising from but not
limited to, the Executive’s equity interest in SearchHelp, including without
limitation, breach of fiduciary duty, breach of duty under applicable state
corporate law, and securities fraud under any state or federal law and in the
event of the following:





a.
            The
      Company ceases to function as a going concern or substantially ceases to
      conduct its operations in the normal course of business as a software
      services company;





b.
            The
      Company’s failure or inability to timely pay the Compensation and
      Additional Benefits required to be paid to Executive hereunder, because
      such payment would be detrimental to the financial condition of the
      Company, as determined by the Company's Board of
  Directors;


6





b.
              Any
      bankruptcy petition is filed by or against the Company or the Company
      makes any assignment for the benefit of creditors or any receiver is
      appointed for the assets or property of the Company or the Company
      otherwise takes advantage of any insolvency
  laws;





c.
              The
      Company attempts to assign this Agreement or any rights hereunder without
      the Executive’s prior written consent, provided that such consent shall
      not be unreasonably withheld or
delayed;





d.
              There
      is a change in the control or management of the Company without the prior
      written consent of Executive, provided that such consent shall not be
      unreasonably withheld or delayed;
or





3.           Compensation.  As
compensation and consideration for all Duties and Services provided by the
Executive during the Term pursuant to this Agreement, SearchHelp agrees to pay
to the Executive the compensation set forth below.





3.1.    Warrant
Grant. The Company shall grant to Executive as of the Agreement Date,
five hundred thousand (500,000) fully vested 5 year warrants (the “Warrants”) to
purchase the Company's common stock at the lesser of $.10 a share or the 30 day
VWAP as reported on Bloomberg. Executive shall have the right to exercise the
entire warrant grant, in part or in whole, on a cashless basis during the term
of employment and non-cashless if Executive is no longer employed with the
Company.





3.2.Additional
Benefits.





3.2.1.
SearchHelp will reimburse Executive for all his reasonable approved business
expenses incurred in connection with the performance of Executive’s duties under
this Agreement, in accordance with SearchHelp general policies regarding
business expenses. Notwithstanding anything to the contrary contained herein or
in SearchHelp’ expense policies, any air travel required of Executive in the
performance of the Services shall be paid solely by SearchHelp on an airline of
Executive’s choice. Business class and first class is not permitted without the
prior approval from the BOD.





3.2.2.
During the Term, SearchHelp shall offer Executive participation in all Executive
benefits programs offered during the Term to other senior SearchHelp executives.
SearchHelp shall pay 100% of all premiums for coverage of Executive’s immediate
family under the Company’s health insurance plan, if any (it being understood
and agreed that SearchHelp shall not be responsible for the payment of any
“deductible,” “co-insurance” or “patient’s portion” applicable under such health
insurance).


7





3.2.3.  If
Executive is required to stay overnight away from his home in connection with
the performance of his duties hereunder, SearchHelp shall pay, or shall
reimburse Executive, for all approved travel expenses incurred by Executive
(including air fare, hotel, meals and incidental expenses) as specified in
Section 3.2.1 above.





3.2.4.    Executive
is required to submit an expense report with all receipts within 30 days of any
expense. Executive is also required to submit a written call report for any
meeting with a client or prospective client, company, organization, group,
individual, individuals. Report must cover the name of the company, client,
group, individual, organization, name, title, and responsibility of all persons
in attendance, purpose of the meeting, what was discussed, outcome of the
meeting, and if there is any follow up or action that must be taken by either
party. A hard copy must be stored in the appropriate filing system in the main
headquarters of the Company.





3.3.         Performance
Based Stock Options. The Company acknowledges that it will grant the
Executive two million five hundred thousand (2,500,000) performance based stock
options (the “Performance Stock Options”) entitling the Executive to purchase
shares of common stock of the Company, on a cashless basis during the term
of employment and non cashless if executive is no longer employed, (the
“Performance Stock Option Shares”).  The Executive shall be entitled
to any additional annual stock option grants provided at the discretion of the
Company’s Board of Directors.  The specific terms and conditions of
such Performance Stock Options shall be set forth in a separate written
Performance Stock Option Agreement, with the principal terms being as
follows:




3.3.1         The
Performance Options shall vest as the Executive meets deadlines and or
milestones for the completion of agreed upon deliverables with respect to the
SearchHelp product (the “Deliverables”). Any milestones achieved while a member
Advisory Board member shall count towards vesting of Performance Options. The
specific terms and conditions of the Deliverables, as mutually agreed upon,
shall be set forth in detail in the Performance Stock Option Agreement. When
Executive achieves any two milestones listed below, Executive shall receive
500,000 vested performance based options to purchase the Company’s common stock.
Upon Executive achieving a total of four milestones below, an additional 500,000
performance based options shall vest, and upon achieving a total of 6 milestones
below, an additional 1,500,000 performance based options shall
vest.




o
            10
      beta customers




o
            5
      paying customers of the Echometrix/Pulse product whereby each customer pay
      at least $2,500 a month per seat.




o
            Writing
      and publishing two white papers about the Echometrix product in which the
      Company and the Product gains public
visibility.




o
            Holding
      a regional or national seminar whereby Echometrix/Pulse is introduced to
      the advertising/media community in which the Company gains public
      visibility.


8




o
            Having
      an article published in a national magazine or highly recognized
      advertising/media industry paper concerning the Echo/Pulse
      product.




o
            Upon
      SearchHelp generating $2.5 million in gross revenue (cumulative) for
      Echometrix/Pulse Platinum product




o
            Upon
      SearchHelp generating in excess of $5 million in gross revenue in any one
      calendar year




o
            Joint
      Venture or partnership introduced by Executive, that adds over $1 million
      in revenue in any one calendar year




o
            SearchHelp
      being listed on a national exchange (NYSE, AMEX,
  NSDAQ)




o
            Company’s
      market capitalization exceeds $25 million for 2 consecutive months (shall
      be based on the last trading of each consecutive
  month)




3.3.2      Any
Performance Options that have vested shall accumulate and may thereafter be
exercised at any time, individually or on a cumulative basis, by the Executive
prior to the “Performance Stock Option Expiration Date” (as hereinafter
defined).




3.3.3      The
exercise price for the Performance Options shall be set at $.15, on the date of
the grant; provided that the applicable Exercise Price shall be subject to
equitable pro-rata adjustment in certain events and the number of Performance
Stock Option Shares shall be protected by customary anti-dilution provisions.
The Performance Stock Option Agreement shall provide for cashless exercise
during the term of employment and non cashless if executive is no longer
employed.




3.3.4      All
Performance Stock Option Shares issuable upon exercise of vested Performance
Stock Options shall be entitled to piggyback registration rights and can be
registered on any other applicable form for registering securities of the
Company, at the option of the Board of Directors.




3.4.5      Unless
exercised, any unexercised Performance Options shall expire on the fifth
anniversary of the date on which the Performance Stock Options were granted to
the Executive, unless previously exercised (the “Performance Option Expiration
Date”) and thereafter shall be of no further force or effect.




3.5.         Performance
Evaluation. The
Board shall meet with the Executive every six (6) months to review the
Executive’s performance and compensation. Such review and evaluation will take
into account the standard of Executive’s work based upon Executive’s SearchHelp
plan and milestones and Executive’s overall commitment to the
Company.


9





4.
            Termination.





4.1.           Terminationby the
Company.





4.1.1.
Good
Cause. SearchHelp
shall have the right, at its election, to terminate this Agreement at any time
during the Term for “Good Cause.”  As used in this Agreement, the term
“Good Cause” shall mean and be limited to:





(a)           the
failure of the Executive to follow the reasonable directives of the Board,
unless such failure is fully cured by the Executive within thirty (30) days of
written notice thereof and is not thereafter repeated (in which event no notice
need be given);





(b)           self-dealing
or a material breach by the Executive of his fiduciary duties to SearchHelp and
the SearchHelp Affiliates;





(c)           the
Executive’s inability to perform the Services (whether as a result of his death,
Disability (as defined below) or any other reason, other than a Material Breach
(as defined below)) or the Executive’s incompetence in adequately performing the
Duties and Services, within reason, unless such failure to perform is not fully
cured by the Executive within thirty (30) days of written notice thereof and is
not thereafter repeated (in which event no notice need be given);





(d)        a
single act of omission or commission by the Executive so grievous as to
constitute theft, conviction or the plea of nolo contendere of a felony, or
commission of an act of fraud, embezzlement or sexual harassment (in which event
no notice need be given); or





(e)           other
than 4.1.1 (b) and (d) above, a material breach of any material covenant,
condition or agreement on the part of the Executive to be performed under this
Agreement; unless such breach or non-performance is fully cured (if curable) by
the Executive within thirty (30) days of written notice thereof and is not
thereafter repeated (in which event no notice need be given).





4.1.2.      
Effect of Termination
for Good Cause. Should this Agreement be terminated by the Company for
Good Cause except as a result of his death or disability as defined below, the
Executive shall have no right to any further Base Salary, shall forfeit all
non-vested Options, warrants, stock and shall not receive any severance or other
benefits or bonuses, or compensation from and after termination other than those
which would normally survive, such as Executive’s entitlement to accrued, but
unused, vacation pay or continuation of health care benefits under COBRA or
other applicable law. If Company for Good Cause terminates Executive within
180-days (“Clawback Period”) of any warrant, option, and or cash bonus or grant,
Executive shall forfeit said warrant, option, and or cash bonus or grant
received within that 180-day period.


10





4.2.           Termination
by Executive.





4.2.1.  SearchHelpMaterial
Breach. Executive
shall have the right, at his election, to terminate this Agreement in the event
of a “Material Breach" by the Company, which breach is not fully cured by the
Company within thirty (30) days of written notice thereof and is not thereafter
repeated (in which event no notice need be given).  A “Material
Breach” shall consist of





(a)              SearchHelp’
failure or inability to obtain adequate directors and officers liability
insurance,


(b)              SearchHelp’
failure or refusal to comply with a material term of this
Agreement,


(c)              a
change in the nature of Executive’s Duties and Services constituting a
constructive discharge; or


(d)              the
termination of Executive’s employment hereunder for reasons other than “Good
Cause.”





By
definition, SearchHelp’ failure or inability to timely pay the compensation and
other benefits required to be paid to Executive hereunder, because such payment
would be detrimental to the financial condition of the Company, as determined by
the Company's Board of Directors, shall not constitute a
“Material Breach” of this Agreement and Executive shall not be entitled the
provisions of Section 4.2.2 below. Any unpaid compensation and other benefits
shall accrue to the benefit of the Executive, provided that the Executive
remains employed with the Company and is rendering Duties and Services to the
Company and/or the Company’s Affiliates, divisions, and be paid when financial
conditions improve as determined by the Company's Board of Directors. At no time
does this provision alter the Executive’s responsibilities and duties as set
forth in Sections 2.2 and 2.6 herein and “at will” employment with the
Company.





4.2.2.    Failure
toRaiseMinimumFunding.    If the Company fails to raise $2,000,000,
in one or more financing rounds, Executive shall have the right, at his
election, to terminate this agreement on June 1, 2009.  Notice of such
termination may be provided to the Company by Executive by email.





4.2.3    Effect of
Termination by Executive.    Except if such
termination shall be by reason of the provisions of Section 4.2.1 above (in
which event the Executive shall be entitled to no Base Salary, Options or other
compensation hereunder), in the event that the Executive terminates this
Agreement due to a Company Material Breach, the Company shall, for a period of
three (3) months, pay to Executive or provide Executive with Executive's Base
Salary, existing health, and all other benefits specified in this
Agreement. If Executive terminates his employment for Not Good Cause within
180-days (“Clawback Period”) of any warrant, option, and or cash bonus or grant,
Executive shall forfeit said warrant, option, and or cash bonus or grant
received within that 180-day period.




11




4.3           Change in
Control.





4.3.1       Unless
the Company has in effect a change of control severance plan or similar
arrangement applicable to Executive (and in which Executive has consented to
participate) at the time of a Change of Control, the following provisions of
this Section 4.3 shall apply.





4.3.2       Effect of
Change of Control Termination.  If Executive (i) is
terminated by the Company other than for Good Cause within ninety (90) days
prior to a Change of Control or as a result of or in connection with a Change of
Control or (ii) is terminated by the Company (or its successor entity) other
than for Good Cause within twelve (12) months following a Change of Control or
(iii) resigns upon a material breach within twelve (12) months following a
Change of Control, the Company (or its successor) shall, for twelve (12) months
following the date of such termination (subject to a six-month delay under Code
Section 409A if Executive is a “specified Executive” within the meaning of Code
Section 409A(a)(2)(B)(i)), pay to Executive or provide Executive with
Executive’s Base Salary in accordance with the Company’s payroll practices,
existing health and disability insurance (to the extent permitted by the
Company’s plans and applicable law), and all other compensation and benefits
specified in this Agreement (to the extent permitted by the Company’s plans and
applicable law), and all unvested Options shall vest immediately and be
exercisable as though such termination had not occurred.





5
            Death
      and Disability.





5.1.           Death
The Term shall immediately terminate upon Executive’s death as certified in
accordance with the provisions of New York law (“Death”).





5.2.           Disability As
used herein, the term “Disability” shall mean Executive becoming unable to
perform the Services as a result of his/her permanent or temporary, total or
partial, physical or mental disability.   In such event, the
Company shall not have the right (absent of Good Cause) to terminate this
Agreement due to Disability prior to the expiration ofthe Disability Period.
As used herein, the term “Disability Period” shall mean the period commencing on
the first day upon which such Disability occurs and ending on the first to occur
of the following: (i) the expiration of the Term; (ii) if the Disability is
continuous through the sixty (60) consecutive days following the day on which
the Disability occurs, then the last day of such sixty (60) consecutive days;
and (iii) if the Disability is intermittent and shall exist throughout the Term
following the day on which the Disability occurs, then the cumulative sixtieth
(60th) day of
such Disability Period.





5.3.           Effectof Death
or DisabilityShould the Term be
terminated in accordance with the provisions of Sections 5.1 or 5.2 by reason of
Executive’s Death or Disability, Executive or his estate (as the case may be)
shall have no right to any further Base Salary (other than Options vested at the
time of such Death or Disability); provided, however, that the Base Salary
otherwise payable during the Disability Period shall nevertheless be payable on
the terms set forth herein to Executive as a disability benefit (“Disability
Benefit”). Any disability insurance proceeds actually received by Executive from
SearchHelp’ disability insurance carrier during the Disability Period with
respect to such Disability shall reduce on a dollar-for-dollar basis the
Disability Benefit otherwise payable by SearchHelp during the Disability Period
pursuant to this Section 5.3). Executive or his estate (as the case may be)
shall be entitled to severance payments in accordance to Sections 4.1.2 and
4.1.3 as applicable.


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6.           General.





6.1.    Applicable
Law Controls. Nothing contained in this Agreement shall be construed to
require the commission of any act contrary to law and wherever there is any
conflict between any provisions of this Agreement and any material statute, law,
ordinance or regulation contrary to which the parties have no legal right to
contract, then the latter shall prevail; provided, however, that in any such
event the provisions of the Agreement so affected shall be curtailed and limited
only to the extent necessary to bring them within applicable legal requirements,
and provided further that if any obligation to pay the Base Salary or any other
amount due Executive hereunder is so curtailed, then such compensation or amount
shall be paid as soon thereafter, either during or subsequent to the Term, as
permissible.





6.2.    Waiver/Estoppel.    Any
party hereto may waive the benefit of any term, condition or covenant in this
Agreement or any right or remedy at law or in equity to which any party may be
entitled but only by an instrument in writing signed by the parties to be
charged.  No estoppel may be raised against any party except to the
extent the other parties rely on an instrument in writing, signed by the party
to be charged, specifically reciting that the other parties may rely thereon.
The parties’ rights and remedies under and pursuant to this Agreement or at law
or in equity shall be cumulative and the exercise of any rights or remedies
under one provision hereof or rights or remedies at law or in equity shall not
be deemed an election of remedies; and any waiver or forbearance of any breach
of this Agreement or remedy granted hereunder or at law or in equity shall not
be deemed a waiver or any other provision hereof or of the opportunity to
exercise such right or remedy or any other right or remedy, whether or not
similar, at any preceding or subsequent time.





6.3.    Notices.
Any notice, which SearchHelp is required or may desire to give to Executive
hereunder, shall be in writing and may be served by delivering it to the
Executive, or by sending it to the Executive by mail, telex or telegraph, at
Executive’s address first written above or such substitute address as Executive
may from time to time designate to SearchHelp. Any notice which Executive is
required or may desire to serve upon SearchHelp hereunder shall be in writing
and may be served by delivering it personally or sending it by mail, email or
facsimile transmission to the address set forth on Page 1 hereof, Attn: Chief
Executive Officer, or such other substitute addresses as SearchHelp may from
time to time designate by notice to Executive.





6.4.    Governing
Law. This Agreement shall be governed by, construed and enforced and the
legality and validity of each term and condition shall be determined in
accordance with the internal, substantive laws of the State of New York (without
regard to its choice of law principles and without regard to any requirement
that any provisions of this Agreement be interpreted against the party who
drafted it) applicable to agreements fully executed and performed entirely in
New York.


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6.5           Dispute
Resolution and Arbitration.  In the event that any dispute
arises between Company and Executive regarding or relating to this Agreement
and/or any aspect of the Executive's employment relationship with the Employer,
AND IN LIEU OF LITIGATION AND A TRIAL BY JURY, the parties consent to resolve
such dispute through mandatory arbitration administered by the American
Arbitration Association (“AAA”) in accordance with its Commercial Arbitration
Rules then in effect, and judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof.  Any arbitration
shall be held in New York, New York before a single arbitrator who shall be
selected by the mutual agreement of Company and Executive, unless the parties
are unable to agree to an arbitrator, in which case, the arbitrator will be
selected under the procedures of the AAA.  The arbitrator shall have
the authority to award any remedy or relief that a court of competent
jurisdiction could order or grant, including, without limitation, the issuance
of an injunction.  However, either party may, without inconsistency
with this arbitration provision, apply to any court having jurisdiction over
such dispute or controversy and seek interim provisional, injunctive or other
equitable relief until the arbitration award is rendered or the controversy is
otherwise resolved.  Except as necessary in court proceedings to
enforce this arbitration provision or an award rendered hereunder, or to obtain
interim relief, neither a party nor an arbitrator may disclose the existence,
content or results of any arbitration hereunder without the prior written
consent of Company and Executive. The parties hereby consent to the exclusive
jurisdiction in the state and Federal courts located in the City of New York,
County of New York and State of New York for purposes of seeking such injunctive
or equitable relief as set forth above.  Notwithstanding any choice of
law provision included in this Agreement, the United States Federal Arbitration
Act shall govern the interpretation and enforcement of this arbitration
provision.  Company shall pay the costs of any arbitrator appointed
hereunder and the costs of such arbitration.




6.6           No Joint
Venture.Nothing herein contained
shall constitute a partnership between or joint venture by the parties hereto or
appoint any party the agent of the other party. No party shall hold itself out
contrary to the terms of this Paragraph and, except as otherwise specifically
provided herein, no party shall become liable for the representation, act of
omission of any third party who is not referred to herein and shall not be
deemed to give any right or remedy to any such third party.





6.7.         Modification/EntireAgreement.This Agreement may not
be altered, modified or amended except by an instrument in writing signed by all
of the parties hereto. No person, whether or not an officer, agent, Executive or
representative of any party, has made or has any authority to make for or on
behalf of that party any agreement, representation, warranty, statement.
promise, arrangement or understanding not expressly set forth in any other
document executed by the parties concurrently herewith (“Parol Agreements”).
This Agreement, together with SearchHelp’ Executive Handbook, and all other
documents executed by the parties concurrently herewith constitute the entire
agreement between the parties and supersede all express or implied, prior or
concurrent, Parol Agreements and prior written agreements with respect to the
subject matter hereof. The parties acknowledge that in entering into this
Agreement, they have not relied and will not in any way rely upon any Parol
Agreements.





6.8.    
     Headings;
Language. The headings in this Agreement have been inserted for
convenience only and shall have no substantive effect. The language of all parts
of this Agreement shall in all cases be considered as a whole, according to its
fair meaning, and not strictly for or against any of the parties. The parties
hereby acknowledge and agree that the language of this Agreement shall be
considered jointly drafted.


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6.9.         Counterparts. This
Agreement may be executed in two or more counterparts, by original signature or
via facsimile signature, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.





6.10.       Separate
and Severable.Each term, clause and
provision of this Agreement is separate and independent, arid should any term,
cause or provision of this Agreement be found to be invalid or unenforceable,
the validity of-the remaining terms, clauses, and provisions shall not be
affected. As to those terms, clauses or provisions found to be invalid or
unenforceable, they shall be replaced with valid and enforceable provisions that
achieve, to the extent possible, the economic, business and other purposes of
the invalid or, unenforceable provisions.





6.11.       Survival.  To
the extent required to give them effect, any provisions of this Agreement that
would reasonably be expected to survive the termination of this Agreement shall
survive such termination for any reason. Without limiting the generality of the
foregoing, the provisions of 2.4 and 2.5 shall so survive.





If the
foregoing accurately reflects the substance of our mutual agreement and
understanding, please confirm your agreement to the foregoing by signing below
where indicated.





Very
truly yours,





SearchHelp,
      Inc./s/
                              William BozsnyakBy:
                              William BozsnyakTile:   
      CEOACCEPTED
      AND AGREED TO BY THE EXECUTIVE:/s/
                              Peter SealeyBy:
      Peter SealeyDate:
      February 10,
2009


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