EMPLOYMENT AGREEMENT

      This  Employment  Agreement  is entered  into on December  20, 2005 by and
between 110 Media Group, Inc., a Delaware corporation (the "Company"), and Andre
L. Forde, an individual (the "Executive").

                                    RECITALS:

      A. The Executive has served as the President and Chief  Operating  Officer
of Global Portals Online, Inc., a Florida corporation ("Global");

      B. The Company has  acquired all of the issued and  outstanding  shares of
common stock of Global;

      C. The Company desires to employ the Executive,  and the Executive desires
to be employed by the  Company,  pursuant to the  provisions  contained  in this
Employment Agreement (the "Agreement");

      NOW,  THEREFORE,  in  consideration  of the Recitals,  and the  respective
covenants and  agreements of each of the Company and the Executive  contained in
this Agreement, each of the Company and the Executive agrees as follows:

                                    ARTICLE I
                               Certain Definitions

      The  following  terms shall have the  following  respective  meanings when
utilized in this Agreement:

      "Agreement"  means this Employment  Agreement as it is now or hereafter in
effect.

      "Approved  Board" means a Board of Directors of the Company  that, as of a
given  date,  is  comprised  of  individuals  at least a  majority  of whom have
continuously  served as directors of the Company  during the period of two years
ending on such date, unless the election of each director who was not a director
at the  beginning  of such  two year  period  was  approved  in  advance  by the
directors  representing at least  two-thirds of the directors then in office who
were directors at the beginning of such two year period.

      "Approved  Change in  Control of the  Company"  means any  transaction  or
series of transactions which:

            (a) results, or is reasonably  anticipated to result, in a Change in
      Control  of the  Company;

<PAGE>

            (b) is approved by the requisite  vote of an Approved Board pursuant
      to,  and in  accordance  with,  applicable  law  and  the  Certificate  of
      Incorporation and Bylaws of the Company; and

            (c)  if  required  by   applicable   law  or  the   Certificate   of
      Incorporation or Bylaws of the Company,  is approved by the requisite vote
      of the  shareholders of the Company  pursuant to, and in accordance  with,
      applicable  law and the  Certificate  of  Incorporation  and Bylaws of the
      Company.

      "Bonus"  means,  as of a given date,  the most recent  annual  performance
bonus awarded by the Company to the Executive.

      "Cause" means any action by the Executive or any inaction by the Executive
which,  after  due  consideration,  is  reasonably  determined  by the  Board of
Directors of the Company to constitute:

            (a) fraud, embezzlement,  misappropriation,  dishonesty or breach of
      trust;

            (b) a felony or moral turpitude;

            (c) material  breach or  violation  of any or all of the  covenants,
      agreements and  obligations of the Executive set forth in this  Agreement,
      other than as the result of the Executive's death or Disability;

            (d) a willful or knowing  failure  or  refusal by the  Executive  to
      perform  any or all of his  material  duties  and  responsibilities  as an
      officer of the Company,  other than as the result of the Executive's death
      or Disability; or

            (e) gross  negligence by the Executive in the  performance of any or
      all of his  material  duties  and  responsibilities  as an  officer of the
      Company, other than as a result of the Executive's death or Disability;

provided,  however,  that if the basis for any  termination  of the  Executive's
employment by the Company as set forth in the  Termination  Notice  delivered by
the Company to the Executive is any or all of the definitions of Cause set forth
in  paragraphs  (c), (d) or (e) of this  definition,  then,  in such event,  the
Executive  shall have thirty (30) days from and after the date of his receipt of
such  Termination  Notice to present a  reasonable  plan to cure such  action or
inaction specified in the Termination  Notice,  which plan may require more than
thirty (30) days to cure the specified  action or inaction,  but such plan shall
be reasonably satisfactory to the Company.

      "Change  in  Control  of the  Company"  means any change in control of the
Company of a nature  which would be  required to be reported  (a) in response to
Item 6(e) of Schedule  14A of  Regulation  14A, as in effect on the date of this
Agreement,  promulgated  under the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), (b) in response to Item 5.01 or 5.02 of the Current Report
on Form 8-K, as in effect on the date of this Agreement,  promulgated  under the
Exchange  Act,  or (c) in any  filing  by the  Company  with the  United  States
Securities and Exchange Commission; provided, however, that, without limitation,
a Change in Control of the Company shall be deemed to have occurred if:

                                       2
<PAGE>

            (a) subsequent to the date of this Agreement,  any "person" (as such
      term is defined in Sections  13(d)(3) and  14(d)(2) of the Exchange  Act),
      other than the Company, any subsidiary of the Company or any compensation,
      retirement, pension or other employee benefit plan or trust of the Company
      or any subsidiary of the Company,  becomes the "beneficial owner" (as such
      term is  defined  in Rule  13d-3  promulgated  under  the  Exchange  Act),
      directly or  indirectly,  of securities of the Company or any successor to
      the Company (whether by merger,  consolidation or otherwise)  representing
      twenty percent (20%) or more of the combined voting power of the Company's
      then outstanding securities;

            (b) during any period of two consecutive  years, the individuals who
      at the beginning of such period  constitute  the Board of Directors of the
      Company  cease for any reason to  constitute  at least a majority  of such
      Board of  Directors,  unless the  election of each  director who was not a
      director at the  beginning of such period has been  approved in advance by
      the directors  representing  at least  two-thirds of the directors then in
      office who were directors at the beginning of such period;

            (c) the Company  shall  merge or  consolidate  with or into  another
      corporation or other entity, or enter into a binding agreement to merge or
      consolidate with or into another corporation or other entity, other than a
      merger or consolidation which 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  corporation  or entity) not less than eighty
      percent (80%) of the combined voting power of the voting securities of the
      Company or such surviving  corporation or entity  outstanding  immediately
      after such merger or consolidation;

            (d) the Company shall sell, lease,  exchange or otherwise dispose of
      all or substantially  all of its assets, or enter into a binding agreement
      for the sale, lease, exchange or other disposition of all or substantially
      all  of  its  assets,  in  one  transaction  or  in a  series  of  related
      transactions; or

            (e) the Company shall liquidate or dissolve, or any plan or proposal
      shall be adopted for the liquidation or dissolution of the Company.

      "Company" means 110 Media Group, Inc., a Delaware corporation.

      "Global" means Global Portals Online, Inc., a Florida corporation.

      "Compensation"  means  the  sum  of  the  Executive's  Salary  and  Bonus.

                                       3
<PAGE>

      "Disability" means any mental or physical illness,  condition,  disability
or incapacity  which  prevents the Executive  from  reasonably  discharging  his
duties and responsibilities as an officer of the Company. If any disagreement or
dispute  shall arise  between the  Company and the  Executive  as to whether the
Executive suffers from any Disability,  then, in such event, the Executive shall
submit to the physical or mental  examination  of a licensed  physician,  who is
mutually  agreeable to the Company and the Executive,  and such physician  shall
determine whether the Executive  suffers from any Disability.  In the absence of
fraud or bad  faith,  the  determination  of such  physician  shall be final and
binding upon the Company and the Executive.  The entire cost of such examination
shall be paid for solely by the Company.

      "Executive" means Andre L. Forde, an individual.

      "Good Reason" means:

            (a) the  assignment  by the Board of Directors of the Company to the
      Executive,   without  his   express   written   consent,   of  duties  and
      responsibilities  which results in the Executive  having less  significant
      duties and  responsibilities  or  exercising  less  significant  power and
      authority  than he had,  or  duties  and  responsibilities  or  power  and
      authority  not  comparable  to that of the level and nature  which he had,
      immediately prior to such assignment;

            (b) the removal of the Executive from, or a failure to reappoint the
      Executive  to,  his  then  current   position  with  the  Company  or  its
      subsidiaries  or  affiliates,  except  (i)  with the  Executive's  express
      written  consent  or  (ii)  in  connection  with  any  termination  of the
      Executive's  employment  by the  Company as the result of the  Executive's
      Protracted Disability or for Cause;

            (c)  the  Company's  failure  to  perform  on  a  timely  basis  its
      obligations under this Agreement;

            (d) the  Company's  requiring  the  Executive,  without  his express
      written consent, to travel on Company business to an extent  substantially
      greater than the Executive's business travel obligations immediately prior
      to such time;  (e) the  Company's  requiring  the  Executive,  without his
      express written consent, to change his place of permanent residency; or

            (f) the  failure  of the  Company  to  obtain  the  express  written
      assumption  of, and agreement to perform on a timely basis,  the Company's
      obligations  under  this  Agreement  by any  successor  to the  Company as
      required by Article X of this Agreement.

      "Person" means any individual,  person,  firm,  corporation,  partnership,
association or other entity.

                                       4
<PAGE>

      "Protracted  Disability" means any Disability which prevents the Executive
from reasonably discharging his duties and responsibilities as an officer of the
Company for a period of twelve (12) consecutive months.

      "Salary" means,  as of a given date, the  Executive's  then current annual
salary.

      "Successor  Agreement"  shall have the  meaning  set forth in Article X of
this Agreement.

      "Termination Date" means a specific date not less than forty-five (45) nor
more than  ninety  (90) days from and after the date of any  Termination  Notice
upon which the  Executive's  employment  by the Company  shall be  terminated in
accordance with the provisions of this Agreement.

      "Termination  Notice" shall mean a written notice which sets forth (a) the
specific  provision of this Agreement  relied upon to terminate the  Executive's
employment,  (b) in  reasonable  detail the facts and  circumstances  claimed to
provide the basis for the termination of the Executive's  employment,  and (c) a
Termination Date.

      "Territory"  shall have the  meaning  set forth in Section  9.1(a) of this
Agreement.

                                   ARTICLE II
                                   Employment

      The  Company  employs  the  Executive  and  the  Executive   accepts  such
employment.  Subject to the direction of the Board of  Directors,  the Executive
shall serve as the President and Chief Operating Officer of the Company,  Global
and each of the  subsidiary  corporations  and other entities of the Company and
Global. The Executive shall have such responsibilities,  perform such duties and
exercise  such power and  authority  as are  inherent  in, or  incident  to, the
offices of President and Chief Operating Officer and as may from time to time be
assigned to him by the Chief  Executive  Officer of the Company.  The  Executive
shall devote his full business time and attention,  and his best efforts, to the
performance of his duties as an employee of the Company.

                                       5
<PAGE>

                                   ARTICLE III
                                      Term

      Subject to the provisions of Article VII below, the term of this Agreement
shall be for a period of five (5) years,  commencing  on  December  20, 2005 and
expiring on December 19, 2010.

                                   ARTICLE IV
                                     Salary

      4.1 Initial Salary. In full payment for the obligations to be performed by
the Executive  during the term of this  Agreement,  the Company shall pay to the
Executive a salary (subject to applicable payroll and/or other taxes required by
law to be withheld) equal to One Hundred Twenty Thousand  Dollars  ($120,000.00)
per  year  (the  "Salary").  The  Salary  shall  be  paid  to the  Executive  in
installments on such dates as the Company pays salaries to its senior  executive
employees.

      4.2 Adjustment of Salary.  As promptly as practicable after the conclusion
of each  of the  Company's  fiscal  years  during  the  term of the  Executive's
employment hereunder,  commencing at the conclusion of the Company's fiscal year
ending December 31, 2005, the certified public accountants regularly retained by
the Company  shall  determine  the increase or decrease,  if any, in the cost of
living,  using as the  basis of such  computation  the then  current  applicable
Consumer Price Index  published by the Bureau of Labor  Statistics of the United
States Department of Labor (the "Index"). Any such increase or decrease shall be
computed as follows:

            (a) The Index  number in the column for Orlando,  Florida,  entitled
"all items," for the month of January  shall be the "Current  Index  Number" and
the corresponding Index number for the immediately preceding January, commencing
with January 2006, shall be the "Base Index Number."

            (b) The  increase  or  decrease  in the  cost  of  living  shall  be
determined  by dividing  the Current  Index  Number by the Base Index Number and
subtracting  the integer 1 from the quotient  thereof,  in  accordance  with the
following formula:

Increase/Decrease
         in           =      Current Index Number    __    1
                             --------------------
Cost of Living               Base Index Number

            (c) The  percentage  increase  or  decrease  in the cost of  living,
multiplied  by the  Executive'  then  current  salary,  shall be the increase or
decrease required to be determined pursuant to this Section 4.2.

            (d) If the  publication of the Consumer Price Index is  discontinued
for any reason, then the parties shall utilize comparable statistics of the cost
of living for  Orlando,  Florida,  as  computed  and  published  by an agency or
instrumentality  of the United States of America or by a  responsible  financial
periodical or recognized authority then to be selected by the parties.

            (e) In the absence of fraud, any determination made by the Company's
accountants  pursuant to this Section 4.2 shall be  conclusive  and binding upon
the Company and the Executive.

                                       6
<PAGE>

            (f) The  Executive's  then  current  salary  shall be adjusted as of
January 1 of each fiscal year of the  Company,  commencing  with the fiscal year
ending  December 31, 2007, in accordance with the provisions of this Section 4.2
and such adjustment shall remain in effect during such fiscal year.

      4.3 Payment of Salary.  Payments of salary shall be made to the  Executive
in  installments  from time to time on the same  dates  payments  of salary  are
generally made to all senior management employees of the Company.

                                    ARTICLE V
                                Performance Bonus

      The Executive  may from time to time receive a performance  bonus as shall
be determined by the Board of Directors of the Company.

                                   ARTICLE VI
                             Certain Fringe Benefits

      6.1  Generally.  The Executive  shall be entitled to receive such benefits
and to participate in such benefit plans as are generally  provided from time to
time by the Company to its senior management employees;  provided, however, that
nothing contained in this Section 6.1 shall be construed to obligate the Company
to provide any specific benefits to its employees generally.

      6.2  Vacations.  The  Executive  shall be entitled to vacation  time on an
annual basis in  accordance  with such policies as are from time to time adopted
by the  Company's  Board of  Directors  with  respect to its  senior  management
employees.

      6.3 Automobile.  The Company shall provide the Executive an automobile for
use by the Executive in connection with the performance of his duties under this
Agreement.  The Executive  shall be entitled to receive  reimbursement  for such
automobile  expenses as are  incurred by the  Executive in  connection  with the
performance of his duties under this Agreement. Such reimbursement shall include
the  cost  of  operating  the  automobile,  the  cost  for  maintenance  of such
automobile and the cost of insurance of such automobile.

      6.4 Stock Options.  The Executive  shall be entitled to participate in the
Company's  stock  option  plans as may  from  time to time be in  effect  and to
receive  such  incentive  or other  stock  options  as may from  time to time be
granted to him thereunder;  provided,  however,  that nothing  contained in this
Section 6.4 shall be construed  to obligate the Company,  its Board of Directors
or any committee of its Board of Directors to grant any incentive or other stock
option whatsoever to the Executive.

                                       7
<PAGE>

      6.5 Business,  Travel and Entertainment Expenses. Within a reasonable time
after  the  submission  of  appropriate  receipts  and  other  evidence  by  the
Executive, the Company shall pay, or reimburse the Executive for, all reasonable
business,  travel  and  entertainment  expenses  incurred  by the  Executive  in
connection with the performance of his duties and  responsibilities on behalf of
the Company.

                                   ARTICLE VII
                            Termination of Employment

      7.1 Termination of Employment.

            (a)  Notwithstanding  the  provisions  of Article III  hereof,  this
Agreement  (i) shall  automatically  terminate  upon the death of the  Executive
pursuant to the provisions of Section 7.2 hereof,  (ii) may be terminated at any
time by the Company  pursuant to the  provisions  of Sections 7.3 or 7.4 hereof,
and  (iii)  may be  terminated  at any  time by the  Executive  pursuant  to the
provisions of Section 7.5 hereof.

            (b) If either the Company or the Executive shall desire to terminate
the Executive's  employment by the Company  pursuant to any of the provisions of
Sections 7.3,  7.4, or 7.5 of this  Agreement,  then,  in such event,  the party
causing such termination shall provide a Termination Notice to the other party.

            (c) If this  Agreement  shall be  terminated  pursuant to any of the
provisions of this Article VII, the Company shall be discharged  from all of its
obligations  to the  Executive  under  this  Agreement  upon the  payment to the
Executive of the amount set forth in the Section of this Article VII pursuant to
which such  termination  shall occur.  The Executive's sole and exclusive remedy
for the termination of this Agreement prior to December 19, 2010,  regardless of
whether such termination shall be initiated by the Company or the Executive, and
regardless of whether such termination shall be with or without Cause,  shall be
the  payment  by the  Company  to the  Executive  of the amount set forth in the
Section of this Article VII pursuant to which such termination shall occur.

      7.2 Death of Executive. If during the term of this Agreement the Executive
shall  die,  then  the   employment  of  the  Executive  by  the  Company  shall
automatically terminate on the date of the Executive's death. In such event, not
more than thirty days after the date of the Executive's death, the Company shall
pay to the  Executive's  estate  or as  otherwise  directed  by the  Executive's
personal  representative or executor, an amount in cash equal to the Executive's
Compensation  (subject to applicable  payroll and/or other taxes required by law
to be withheld) determined as of the date of the Executive's death.

                                       8
<PAGE>

      7.3 Disability of Executive.

            (a) In the event that at any time during the term of this  Agreement
the Executive shall suffer any  Disability,  then the Company shall be obligated
to  continue to pay in the  ordinary  and normal  course of its  business to the
Executive  or his  legal  representative,  as the case may be,  the  Executive's
Compensation  (subject to applicable  payroll and/or other taxes required by law
to be  withheld)  from the date that the  Executive  shall first suffer any such
Disability to the date that the  Executive's  employment by the Company shall be
terminated pursuant to any of the provisions of this Agreement.

            (b) In the event that the  Executive  shall  suffer  any  Protracted
Disability during the term of this Agreement, then the Company may terminate the
Executive's  employment under this Agreement.  In such event, in addition to any
other  benefits  which may have been provided by the Company to the Executive or
his legal  representative,  as the case may be,  pursuant to the  provisions  of
Section  7.3(a)  above,  not later than the  Termination  Date  specified in the
Termination  Notice  delivered  by the  Company  to the  Executive  or his legal
representative, as the case may be, the Company shall pay to the Executive or as
otherwise  directed by the Executive's  legal  representative  an amount in cash
equal to the  Executive's  Compensation  (subject to applicable  payroll  and/or
taxes  required  by law  to be  withheld)  determined  as of the  date  of  such
Termination  Notice.  Subsequent to such Termination  Date, the Executive or his
legal representative,  as the case may be, shall also be entitled to receive any
benefits  which  may  be  payable  under  any  disability  insurance  policy  or
disability plan provided to the Executive by the Company.

      7.4 Termination of Employment by Company.

            (a) The Company may terminate this Agreement at any time with Cause.
In such event, the Company shall be obligated to continue to pay in the ordinary
and normal course of its business to the Executive  only his Salary  (subject to
applicable  payroll and/or other taxes  required by law to be withheld)  through
the Termination Date set forth in the Termination Notice.

            (b) The Company may  terminate  this  Agreement  at any time without
Cause. In such event,  (i) not later than the Termination  Date specified in the
Termination  Notice,  the Company  shall pay to the  Executive an amount in cash
equal to the sum of the Executive's  Compensation (subject to applicable payroll
and/or other taxes required by law to be withheld)  determined as of the date of
such Termination Notice through the remaining term of the Agreement and (ii) the
restrictions  set forth in Section  9.1(b) hereof shall not be applicable to the
Executive.

      7.5 Termination of Employment by Executive.

            (a) The Executive may terminate this Agreement at any time with Good
Reason.  In such event, (i) not later than the Termination Date specified in the
Termination  Notice,  the Company  shall pay to the  Executive an amount in cash
equal to the sum of the Executive's  Compensation (subject to applicable payroll
and/or other taxes  required by law to be withheld  determined as of the date of
such Termination Notice through the remaining term of the Agreement and (ii) the
restrictions  set forth in Section  9.1(b) hereof shall not be applicable to the
Executive.

                                       9
<PAGE>

            (b) The Executive may terminate  this  Agreement at any time without
Good Reason. In such event, the Company shall be obligated to continue to pay in
the ordinary and normal course of its business to the Executive  only his Salary
(subject  to  applicable  payroll  and/or  other  taxes  required  by  law to be
withheld) through the Termination Date set forth in the Termination Notice.

                                  ARTICLE VIII
                            Termination of Employment
                        Subsequent to a Change in Control
                                 of the Company

      8.1 Termination of Employment.  Notwithstanding the provisions of Articles
III and VII of this  Agreement,  in the  event  that (a) there  shall  occur any
Change in Control of the  Company,  other than an Approved  Change in Control of
the Company,  and (b) at any time  subsequent  to the date of any such Change in
Control of the Company, either (i) the Company shall terminate the employment of
the  Executive  for any  reason,  other  than as the  result of the death or the
Protracted Disability of the Executive or for Cause, or (ii) the Executive shall
terminate his employment for Good Reason, then, in any such event, (A) not later
than the Termination  Date specified in the Termination  Notice delivered by the
Company to the  Executive,  or by the Executive to the Company,  as the case may
be,  the  Company  shall pay to the  Executive  an  amount in cash  equal to the
Executive's Compensation,  determined as of the date of such Termination Notice,
multiplied by three  (subject to applicable  payroll and/or other taxes required
by law to be withheld),  (B) the restrictions set forth in Section 9.1(b) hereof
shall not be  applicable  to the  Executive,  and (C) any and all stock  options
granted to the Executive under any stock option plan or agreement of the Company
as may from  time to time be in  effect,  which  shall not by their  terms  have
vested on or before such Termination Date, shall vest on such Termination Date.

      8.2  Limitation on Payment.  Notwithstanding  anything to the contrary set
forth in Section  8.1 above,  the amount  paid by the  Company to the  Executive
shall be limited to the maximum  amount  which will not  constitute a "parachute
payment," as such term is defined in Section  280G(b)(2) of the Internal Revenue
Code of 1986,  as  amended.  This  limitation  shall first be applied to amounts
provided pursuant to clause (C) of Section 8.1 hereof (otherwise included in the
calculation  of a parachute  payment) to the extent  thereof and then to amounts
provided pursuant to clause (A) of Section 8.1 hereof.

                                       10
<PAGE>

                                   ARTICLE IX
                      Certain Restrictions on the Executive

      9.1 Certain  Restrictions.  The  Executive  covenants  and agrees with the
Company as follows:

            (a) He shall not at any time, directly or indirectly, for himself or
any other  Person  which  competes  in any manner with the Company or any of its
subsidiaries  or affiliates  in the United States of America or its  territories
and  possessions  or any other  countries in which the Company as of the date of
termination  of this  Agreement  conducts  its business  directly or  indirectly
through any of its subsidiaries or affiliates  (collectively,  the "Territory"),
employ,  attempt  to  employ  or enter  into  any  contractual  arrangement  for
employment  with,  any employee or former  employee of the Company or any of its
subsidiaries  or  affiliates,  unless such former  employee  shall not have been
employed by the Company or any of its subsidiaries or affiliates for a period of
at least one year.

            (b) He shall not, during the term of this Agreement and for a period
of one year from and after the date of termination of this  Agreement,  directly
or  indirectly,  (i) acquire or own in any manner any  interest  in, or loan any
amount to, any Person  which  competes  in any manner with the Company or any of
its subsidiaries or affiliates in the Territory, (ii) be employed by or serve as
an employee,  agent, officer, or director of, or as a consultant to, any Person,
other than the Company and its  subsidiaries  and affiliates,  which competes in
any manner with the Company or its  subsidiaries or affiliates in the Territory,
or  (iii)  compete  in any  manner  with  the  Company  or its  subsidiaries  or
affiliates in the  Territory.  The foregoing  provisions of this Section  9.1(b)
shall not prevent the  Executive  from  acquiring  and owning not more than five
percent (5%) of the equity  securities of any Person whose securities are listed
for trading on a national  securities  exchange or are  regularly  traded in the
over-the-counter securities market.

            (c) In the course of the Executive's  employment by the Company, the
Executive will have access to  confidential  or  proprietary  information of the
Company and its subsidiaries and affiliates. The Executive shall not at any time
divulge or communicate to any Person,  or use to the detriment of the Company or
its   subsidiaries   or  affiliates,   any  such   confidential  or  proprietary
information.  The term  "confidential  or  proprietary  information"  shall mean
information not generally available to the public,  including without limitation
personnel information,  financial  information,  customer lists, supplier lists,
marketing plans and analyses,  trade secrets,  computer  software and source and
object  codes and  procedures  and  techniques  of  operating  and  managing the
business of the Company and its subsidiaries and affiliates.

      9.2 Remedies. It is recognized and acknowledged by each of the Company and
the  Executive  that a breach or violation by the Executive of any or all of his
covenants and  agreements  contained in Section 9.1 of this Agreement will cause
irreparable  harm and damage to the Company and its  subsidiaries and affiliates
in a monetary  amount which would be  virtually  impossible  to  ascertain  and,
therefore,  will deprive the Company of an adequate remedy at law.  Accordingly,
if the  Executive  shall  breach  or  violate  any or all of his  covenants  and
agreements  set  forth  in  Section  9.1  hereof,   then  the  Company  and  its
subsidiaries  and  affiliates  shall  have  resort  to all  equitable  remedies,
including   without   limitation  the  remedies  of  specific   performance  and
injunction,  both permanent and  temporary,  as well as all other remedies which
may be available at law.

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<PAGE>

      9.3 Intent.  It is the intent of the  parties  that the  restrictions  set
forth in Section 9.1 hereof shall be enforced to the fullest extent  permissible
under the laws and public policies of each  jurisdiction in which enforcement of
such  restrictions  may be sought.  If any  provision  contained  in Section 9.1
hereof shall be adjudicated by a court of competent  jurisdiction  to be invalid
or  unenforceable  because  of its  duration  or  geographic  scope,  then  such
provision shall be reduced by such court in duration or geographic scope or both
to such extent as to make it valid and  enforceable  in the  jurisdiction  where
such court is located,  and in all other respects shall remain in full force and
effect.

                                    ARTICLE X
                            Successor to the Company

            The Company shall require any successor, whether direct or indirect,
and  whether  by  purchase,  merger,  consolidation  or  otherwise,  to  all  or
substantially  all of the business or properties  and assets of the Company,  to
execute  and  deliver  to  the  Executive,  not  later  than  the  date  of  the
consummation of any such purchase, merger, consolidation or other transaction, a
written  instrument  in form and in  substance  reasonably  satisfactory  to the
Executive and his legal counsel pursuant to which any such successor shall agree
to assume  and to  perform on a timely  basis or to cause to be  performed  on a
timely basis all of the Company's  covenants,  agreements  and  obligations  set
forth in this Agreement (a "Successor Agreement"). The failure of the Company to
cause any such  successor  to execute and deliver a Successor  Agreement  to the
Executive  shall (a)  constitute a breach of the provisions of this Agreement by
the Company and (b) be deemed to  constitute a  termination  by the Executive of
his  employment  hereunder (as of the date upon which any such  successor  shall
succeed to all or substantially  all of the business or properties and assets of
the Company) for Good Reason.

                                   ARTICLE XI
                                 Attorneys' Fees

            In the event that any litigation shall arise between the Company and
the Executive  based,  in whole or in part, upon this Agreement or any or all of
the provisions  contained herein,  then, in any such event, the prevailing party
in any such  litigation  shall be  entitled to recover  from the  non-prevailing
party,  and shall be awarded by a court of competent  jurisdiction,  any and all
reasonable fees and disbursements of trial and appellate counsel paid,  incurred
or suffered  by such  prevailing  party as the result of,  arising  from,  or in
connection with, any such litigation.

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<PAGE>

                                   ARTICLE XII
                            Miscellaneous Provisions

      12.1  Governing  Law.  This  Agreement  shall be governed by, and shall be
construed and interpreted in accordance,  with the laws of the State of Florida,
without giving effect to the principles of the conflict of laws thereof.

      12.2  Notices.  Any and all notices and other  communications  required or
permitted to be given pursuant to this  Agreement  shall be in writing and shall
be deemed to have been duly given (a) when delivered by hand, (b) two days after
having  been  delivered  to  Federal  Express,  DHL,  UPS,  Airborne  or another
recognized  overnight  courier  or  delivery  service,  (c)  when  delivered  by
facsimile  transmission,  provided  that an original  copy of such  transmission
shall be sent by first  class  mail,  postage  prepaid,  or (d) five days  after
having been  deposited  into the United  States mail, by registered or certified
mail, return receipt  requested,  postage prepaid,  to the respective parties at
their respective  addresses or to their respective  facsimile telephone numbers,
as follow:

If to the Company:           110 Media Group, Inc.
                             100 West Lucerne Circle
                             Suite 600
                             Orlando, Florida  32801
                             Attention:  President
                             Facsimile:  (407) 849-9834

If to the Executive:         Andre L. Forde
                             1776 Lee Janzen Drive
                             Kissimmee, Florida  34744
                             Facsimile:

or to such  other  address  as either  party may from time to time give  written
notice of to the other in accordance with the provisions of this Section 12.2.

      12.3 Entire  Agreement.  This Agreement  constitutes the entire  agreement
between the Company and the Executive  with respect to the subject matter hereof
and  supersedes  all  prior   agreements,   understandings,   negotiations   and
arrangements,  both oral and written, between the Company and the Executive with
respect to such subject matter.

      12.4  Amendments.  This  Agreement  may not be amended or  modified in any
manner,  except by a written instrument  executed by each of the Company and the
Executive.

      12.5 Benefits; Binding Effect. This Agreement shall be for the benefit of,
and shall be binding  upon,  each of the  Company  and the  Executive  and their
respective heirs, personal  representatives,  executors,  legal representatives,
successors and assigns.

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<PAGE>

      12.6  Severability.  The  invalidity  of any  one or  more  of the  words,
phrases,  sentences,  clauses or sections  contained in this Agreement shall not
affect the  enforceability  of the remaining  portions of this  Agreement or any
part  hereof,  all of which are inserted  conditionally  on their being valid in
law.  Except as otherwise  provided in Section 9.3 above,  if any one or more of
the words, phrases,  sentences,  clauses or sections contained in this Agreement
shall be declared invalid by any court of competent  jurisdiction,  then, in any
such event,  this Agreement shall be construed as if such invalid word or words,
phrase or phrases,  sentence  or  sentences,  clause or  clauses,  or section or
sections had not been inserted.

      12.7 No Waivers.  The waiver by either  party of a breach or  violation of
any  provision  of this  Agreement  by any other  party shall not operate nor be
construed  as a waiver of any  subsequent  breach or  violation.  The  waiver by
either  party to  exercise  any right or remedy it or he may  possess  shall not
operate  nor be  construed  as a bar to the  exercise of such right or remedy by
such party upon the occurrence of any subsequent breach or violation.

      12.8 Headings.  The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
any or all of the provisions hereof.

      12.9  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts and by the separate parties in separate counterparts, each of which
shall be deemed to  constitute  an original  and all of which shall be deemed to
constitute the one and the same instrument.

      IN WITNESS  WHEREOF,  each of the parties has executed and delivered  this
Agreement on the date first written above.

110 Media Group, Inc.


By /s/ Darren J. Cioffi                                /s/ Andre L. Forde
   --------------------                                ------------------
        Darren J. Cioffi,                              Andre L. Forde
        Chief Financial Officer


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