January 27, 2009 8K Exhibit 10.17





                                                                       Exhibit 10.17 


 

Date:January 27, 2009


To:Board of Directors of Favrille, Inc.

 Cc:Bob Lorsch, Chairman & CEO, MyMedicalRecords.com, Inc.


Subject: Resignation and Post-Merger Employment Arrangement


Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated November 8, 2008 (the "Merger
Agreement"), by and among Favrille, Inc., a Delaware corporation ("Favrille"), Montana Merger Sub, Inc., a Delaware
corporation, and MyMedicalRecords.com, Inc., a Delaware corporation. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Merger Agreement.


Immediately prior to the Closing of the Merger, at your request, I will resign as President, Chief Executive Officer and Director of Favrille.
There are seven months (June - December 2008) of my accrued salary totaling $226,478.46 which remains outstanding. As I agreed to in
November 2008, I will take two months of the accrued salary in the form of a warrant to purchase Favrille common stock which will be granted at
Closing. Five months of the accrued salary will be paid in cash at Closing. 


As we discussed, I am willing to continue as an employee of Favrille, as a member of the merger transition team for an indefinite period of
time under an "at will" employment arrangement for a monthly base salary of $2,500 plus benefits, a bonus totaling $66,423.94 and
a warrant to purchase 2,064,899 shares of Favrille common stock which will be granted at Closing of the Merger. Due to the cash constraints of
Favrille, I agree to take the bonus in a combination of cash and a promissory note as set forth below. In addition, I will forego payment of the
accrued flexible time off (FTO) of $53,846 currently outstanding under Favrille's FTO plan. The bonus and accrued salary are to be paid as
follows:


	
Description
	
$$
	
Shares

	
Cash:
	 	 
	
Bonus to be paid in cash in Jan 2009 
	
$55,572.08
	 
	
Five months accrued salary to be paid in cash in 1-15-09
	
$159,666.78
	 
	
Promissory note to be paid on 8-31-09
	
$10,851.86
	 
	
Warrants:
	 	 
	
Warrant to be granted at closing
	 	
2,064,899

	
Two months accrued salary to be paid in warrants
	 	
348,642

	
Total 
	
$226,090.64
	
2,413,541





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Favrille hereby agrees that the $215,238.86 portion of the foregoing bonus and accrued salary which is to be paid in cash, the $10,851.86
portion of the foregoing bonus for which I will accept a promissory note and the warrants to purchase 2,413,541  shares of Favrille common
stock will be deducted from the aggregate amount of the Cash Payments (as defined in the Creditor Plan), face amount of the Notes (as defined
in the Creditor Plan) and the aggregate amount of the Creditor Stock Pool available for the settlement of Claims (as defined in the Creditor Plan)
pursuant to the Creditor Plan.  I look forward to working to make the merger transition as smooth as possible.


Sincerely,


	
/s/ John P. Longenecker 

John P. Longenecker
	 	
 1/27/2009 

Date





  

Agreed and Acknowledged by:



	
/s/ Michael L. Eagle 

Michael L. Eagle, Chairman, Favrille, Inc.
	 	
 1/27/2009 

Date






 


	
/s/ Robert H. Lorsch 

Robert H. Lorsch, Chairman & CEO, 
MyMedicalRecords.com, Inc.
	 	
 1/27/2009 

Date





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