Exhibit
      10.2 – Chief Financial Officer
      Employment Agreement




**EMPLOYMENT
        AGREEMENT**
  **AGREEMENT** dated as
        of the 7th day of October, 2005, by and between Adsouth Partners, Inc., a
        Nevada
        corporation with its principal office at 1515 N. Federal Highway, Suite 418,
        Boca Raton, FL 33432 (the “Company”), and Anton Lee Wingeier, residing at
        _______________________________ (“Executive”).
  **W
        I T N E S S E T H:**
  **WHEREAS** ,
        the
        Company has engaged Executive as its chief financial officer and desires
        to
        continue to obtain the benefits of Executive’s knowledge, skill and ability in
        connection with the operations of the Company and to continue to employ
        Executive on the terms and conditions hereinafter set forth; and
  **WHEREAS** ,
        Executive desires to provide his services to the Company and to accept
        employment by the Company on the terms and conditions hereinafter set
        forth;
  **NOW,
        THEREFORE** ,
        in
        consideration of the mutual promises set forth in this Agreement, the parties
        agree as follows:
  1.  Employment
        and Duties .
  (a)  Subject
        to the terms and conditions hereinafter set forth, the Company hereby employs
        Executive as its Chief Financial Officer, and he shall have the duties and
        responsibilities associated with the chief financial officer of a public
        corporation. Executive shall report to the Company’s board of directors (the
“Board”) or chief executive officer, as the Board shall determine.
  (b)  Executive
        shall also perform such other duties and responsibilities for the Company
        as may
        be determined by the Board, as long as such duties and responsibilities are
        consistent with those of the Company’s Chief Financial Officer. Executive shall,
        if elected, serve as a director of the Company and any of its subsidiaries,
        provided that such duties are consistent with those of the Company’s Chief
        Financial Officer. Executive shall receive no additional compensation for
        services rendered pursuant to this Section 1(b).
  (c)  Unless
        terminated earlier as provided for in Section  5 of this Agreement, this
        Agreement shall have an initial term (the “Initial Term”) commencing as of the
        date of this Agreement and expiring on December 31, 2008, and shall continue
        on
        a month-to-month basis thereafter unless terminated by either the Company
        or
        Executive on not less than ninety (90) days written notice prior to the
        expiration of the Initial Term or thereafter on one month’s written notice. The
        Initial Term and the extensions are collectively referred to as the
“Term.”
  2.  Executive’s
        Performance .
        Executive hereby accepts the employment contemplated by this Agreement. During
        the Term, Executive shall devote substantially all of his business time to
        the
        performance of his duties under this Agreement, and shall perform such duties
        diligently, in good faith and in a manner consistent with the best interests
        of
        the Company. Executive shall not be precluded from engaging in charitable
        and
        community activities, managing his personal and financial affairs and engaging
        in other non-competitive activities, provided that such activities shall
        not
        interfere in any material way with Executive’s duties pursuant to this
        Agreement. Executive will not be required to move his residence from South
        Florida.
   I
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  
  3.  Compensation
        and Other Benefits .
  (a)  For
        his
        services to the Company during the Term, the Company shall pay Executive
        a
        salary (“Salary”) at the annual rate of $175,000.
  (b)  In
        addition to the Salary, the Company shall pay Executive the following bonuses
        (collectively, the “Bonuses”):
  (i)  An
        initial bonus of $50,000, which is due and payable upon execution of this
        agreement.
  (ii)  The
        Company shall pay Executive quarterly bonuses within ten (10) days after
        the
        date the Form 10-Q or 10-QSB is filed with the SEC (the “Quarterly Bonuses”) as
        follows:
  (A)  For
        each
        quarter the Company will pay Executive a gross margin bonus calculated as
        the
        amount by which the Company’s product sector’s gross margin, determined in
        accordance with generally accepted accounting principles, consistently applied,
        plus 50% of the unrecognized gross profits related to shipments for which
        the
        revenue is not currently recognized, for such quarter, exceeds the gross
        margin
        that would have resulted if it were 47% multiplied by 5%.
  (B)  For
        each
        quarter the Company will pay Executive an operating expense bonus calculated
        as
        the amount by which selling, administrative and other expense, determined
        in
        accordance with generally accepted accounting principles, consistently applied,
        for such quarter, less consulting fees, legal fees, non-cash stock expense
        and
        investor relations fees, as a percentage of consolidated revenues for the
        same
        period, has decreased from the immediately preceding quarter, multiplied
        by the
        consolidated revenues of the quarter, the product of which is then multiplied
        by
        one-half of the percentage decrease.
  (C)  For
        each
        quarter the Company will pay Executive a net income bonus calculated as the
        amount determined by multiplying net income before taxes determined in
        accordance with generally accepted accounting principles, consistently applied,
        but before debt extinguishment, interest expense on subordinated debentures
        and
        non-cash stock compensation expense plus 50% of the unrecognized gross profits
        related to shipments for which the revenue is not currently recognized
        multiplied by 7.5%.”
  (iii)  “The
        Company shall pay Executive an Annual Bonus calculated as the amount by which
        pre-tax net income determined in accordance with generally accepted accounting
        principles, consistently applied, but before debt extinguishment, interest
        expense on subordinated debentures and non-cash stock compensation expense,
        plus
        50% of the unrecognized gross profits related to shipments for which the
        revenue
        is not currently recognized has increased from the immediate prior year
        (provided that the prior year amount shall not be less than $0 for purposes
        of
        this annual bonus calculation) multiplied by 7.5%. The Annual Bonus shall
        be
        payable within ten (10) days after the date the Form 10-K or 10-KSB is filed
        with the SEC.
   II
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  
  (iv)  The
        Quarterly Bonuses and the Annual Bonus shall be payable if Executive is employed
        by the Company on the last day of the quarter or year, as the case may be,
        for
        which the Quarterly Bonus or Annual Bonus is payable, regardless of whether
        he
        is employed by the Company on the date payment is due.
  (c)  The
        Company will grant to the Executive on a periodic basis but not less than
        once
        annual, five year non-qualified stock options to purchase no less than the
        number of shares of the Company’s common stock determined by dividing (i) the
        dollar amount payable to Executive for the sum of the Quarterly Bonuses and
        the
        Annual Bonuses, by (ii) the exercise price per share. The exercise price
        per
        shall mean the closing price of the Company’s common stock on the principal
        market or exchange on which the stock is traded on the last trading day of
        the
        quarter. If, on any such trading day, there is no reported trading of the
        Company’s common stock, the closing price for that day shall mean the average of
        the closing high bid and low asked prices on such date. The options will
        become
        exercisable on the date the Company files a quarterly or annual report with
        the
        SEC which reflects net income for a quarter after the quarter for which the
        options were granted, and expires on the fifth anniversary of the last day
        of
        the calendar quarter for which the options were granted. The options shall
        continue in full force and effect notwithstanding a termination of Executive’s
        employment, including a termination as a result of his death or disability,
        except that the options shall terminate immediately in the event of a
        termination for cause, as hereinafter defined. For example, if an option
        is
        granted with respect to the fourth quarter of 2005, the option will become
        exercisable on the date that the Company files a Form 10-QSB or Form 10-KSB
        that
        shows net income for a quarter after the fourth quarter of 2005 and the option
        will expire on December 31, 2010.
  (d)  In
        addition to Salary and Bonuses, Executive shall receive the following benefits
        during the Term:
  (i)  Major
        medical health insurance for Executive and members of his immediate family;
        provided, however, that until such time as the Company shall have adopted
        a
        company-wide health insurance program, the Company will provide Executive
        with a
        monthly medical allowance of $750.
  (ii)  Dental
        insurance for Executive and members of his family; provided, that if the
        Company
        does not provide dental insurance coverage, the Company shall reimburse
        Executive for his dental expenses, including any dental insurance he may
        obtain,
        provided, that the payments pursuant to this Section 3(d)(ii) shall not exceed
        $5,000 per year.
  (iii)  Accident,
        life insurance and long-term disability insurance to the extent such benefits
        are provided to the Company’s executive officers.
  (iv)  Long-term
        health care insurance to the extent that the Company is able, by using
        reasonable efforts, to obtain such coverage for an annual premium which does
        not
        exceed $2,000. To the extent that the annual premium for such coverage exceeds
        $2,000, if Executive desires such coverage, he shall be responsible for the
        additional premiums.
  (v)  Vacation
        in accordance with Company policy.
   III
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  
  (e)  In
        the
        event of a termination of Executive’s employment as a result of his death or
        Disability, as hereinafter defined, the Company shall continue to pay to
        Executive or his beneficiary, his Salary at the annual rate in effect at
        the
        date of death or termination resulting from a Disability, until the earlier
        of
        (i) twelve (12) months from the date of death or such termination or
        (ii) the expiration of the Term.
  (f)  Any
        compensation paid or payable to Executive by any subsidiary of the Company
        shall
        be treated as a payment on account of the compensation due Executive pursuant
        to
        this Agreement.
  4.  Reimbursement
        of Expenses .
        The
        Company shall reimburse Executive, upon presentation of proper expense
        statements, for all authorized, ordinary and necessary out-of-pocket expenses
        reasonably incurred by Executive during the Term in connection with the
        performance of his services pursuant to this Agreement hereunder in accordance
        with the Company’s expense reimbursement policy.
  5.  Termination
        of Employment .
  (a)  This
        Agreement and Executive’s employment hereunder shall terminate immediately upon
        the death of Executive.
  (b)  This
        Agreement and Executive’s employment, may be terminated by Executive or the
        Company on not less than thirty (30) days’ written notice in the event of
        Executive’s Disability. The term “Disability” shall mean any illness, disability
        or incapacity of Executive which prevents him from substantially performing
        his
        regular duties for a period of three (3) consecutive months or four (4) months,
        even though not consecutive, in any twelve (12) month period. However, if
        Executive is covered by long-term disability insurance, the Company may not
        terminate this Agreement pursuant to this Section 5(b) unless Executive is
        eligible for disability payments under his long-term disability
        insurance.
  (c)  The
        Company may terminate this Agreement and Executive’s employment for cause, in
        which event no further compensation shall be payable to Executive subsequent
        to
        the date of such termination. The term “Cause” shall mean (i) a breach of
        Sections 6, 7 or 8 of this Agreement; (ii) a breach of trust whereby Executive
        obtains personal gain or benefit at the expense of or to the detriment of
        the
        Company; or (iii) a conviction of Executive of any felony or any misdemeanor
        involving drugs or controlled substances or theft, embezzlement or other
        taking
        of property belonging to another person. If the Company proposes to terminate
        this Agreement pursuant to clauses (i) or (ii) of this Section 5(c), the
        Company
        shall notify Executive in writing setting forth in reasonable detail the
        basis
        for the proposed termination, and Executive shall have a reasonable opportunity
        to respond to the Board and to be represented before the Board by counsel.
        If
        this Agreement is terminated pursuant to clause (iii) of this Section 5(c),
        and
        the conviction is subsequently reversed on appeal, the Company shall pay
        Executive his Salary for the balance of the Term. For purposes of clauses
        (iii)
        of this Section 5(c), a guilty plea or plea of nolo contendere or similar
        plea
        shall be deemed to be a conviction.
  (d)  In
        the
        event that (i) the Company terminates Executive’s employment other than as
        provided in Sections 5(a), (b) and (c) of this Agreement or (ii) Executive
        terminates his employment for Good Reason, as hereinafter defined, then in
        either case, (x) the Company shall pay to Executive, within fifteen (15)
        days
        after such termination, a severance payment equal to $150,000, and (y) all
        outstanding options held by Executive shall become immediately
        exercisable.
   IV
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  
  (e)  Executive
        may terminate this Agreement on thirty (30) days’ notice for Good Reason. “Good
        Reason” shall mean (i) the Company’s failure to pay compensation as required by
        Section 3 of this Agreement; (ii) any other material breach of this Agreement
        by
        the Company, or (iii) the assignment of Executive without Executive’s consent to
        a position, responsibilities or duties of a lesser status or degree of
        responsibility than the Employee’s position, responsibilities, or duties as the
        Company’s chief financial officer.
  6.  Trade
        Secrets and Proprietary Information .
  (a)  Executive
        recognizes and acknowledges that the Company, through the expenditure of
        considerable time and money, has developed and will continue to develop in
        the
        future information concerning customers, clients, marketing, products, services,
        business, research and development activities and operational methods of
        the
        Company and its customers or clients, contracts, financial or other data,
        technical data or any other confidential or proprietary information possessed,
        owned or used by the Company, the disclosure of which could or does have
        a
        material adverse effect on the Company, its business, any business it proposes
        to engage in, its operations, financial condition or prospects and that the
        same
        are confidential and proprietary and considered “confidential information” of
        the Company for the purposes of this Agreement. In consideration of his
        employment, Executive agrees that he will not, during or after the Term,
        without
        the consent of the Board make any disclosure of confidential **** information
        now or hereafter possessed by the Company, to any person, partnership,
        corporation or entity either during or after the term here of, except that
        nothing in this Agreement shall be construed to prohibit Executive from using
        or
        disclosing such information (a) if such disclosure is necessary in the normal
        course of the Company’s business in accordance with Company policies or
        instructions or authorization from the Board, (b) such information shall
        become
        public knowledge other than by or as a result of disclosure by a person not
        having a right to make such disclosure, or (c) subsequent to the Term, if
        such
        information shall have either (i) been developed by Executive independent
        of any
        of the Company’s confidential or proprietary information or (ii) been disclosed
        to Executive by a person not subject to a confidentiality agreement with
        or
        other obligation of confidentiality to the Company. For the purposes of
        Sections 6, 7 and 8 of this Agreement, the term “Company” shall
        include the Company, its parent, its subsidiaries and affiliates, other than
        affiliates whose relationship as an affiliate is derived solely from Executive’s
        interest in or position at the affiliate.
  (b)  In
        the
        event that any trade secrets or other confidential information covered by
        Section 6(a) of this Agreement is required to be produced by Executive pursuant
        to legal process, Executive shall give the Company notice of such legal process
        within a reasonable time, but not later than ten (10) business days prior
        to the
        date such disclosure is to be made, unless Executive has received less notice,
        in which event Executive shall immediately notify the Company. The Company
        shall
        have the right to object to any such disclosure, and if the Company objects
        (at
        the Company’s cost and expense) in a timely manner so that Executive is not
        subject to penalties for failure to make such disclosure, Executive shall
        not
        make any disclosure until there has been a court determination on the Company’s
        objections. If disclosure is required by a court order, final beyond right
        of
        review, or if the Company does not object to the disclosure, Executive shall
        make disclosure only to the extent that disclosure is unequivocally required
        by
        the court order, and Executive will
        exercise reasonable efforts at the Company’s expense, to obtain reliable
        assurance that confidential treatment will be accorded the Confidential
        Information.
   V
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  
  7.  Covenant
        Not To Solicit or Compete .
  (a)  During
        the period from the date of this Agreement until one (1) year following the
        date on which Executive’s employment is terminated, Executive will not, directly
        or indirectly:
  (i)  Persuade
        or attempt to persuade any person or entity which is or was a customer, client
        or supplier of the Company to cease doing business with the Company,
        or **** to
        reduce
        the amount of business it does with the Company (the terms “customer” and
“client” as used in this Section 7 to include any potential customer or
        client to whom the Company submitted bids or proposals, or with whom the
        Company
        conducted negotiations, during the term of Executive’s employment hereunder or
        during the twelve (12) months preceding the termination of his
        employment);
  (ii)  solicit
        for himself or any other person or entity other than the Company the business
        of
        any person or entity which is a customer or client of the Company, or was
        a
        customer or client of the Company within one (1) year prior to the termination
        of his employment;
  (iii)  persuade
        or attempt to persuade any employee of the Company, or any individual who
        was an
        employee of the Company during the one (1) year period prior to the termination
        of this Agreement, to leave the Company’s employ, or to become employed by any
        person or entity other than the Company; or
  (iv)  engage
        in
        any business in the United States whether as an officer, director, consultant,
        partner, guarantor, principal, agent, employee, advisor or in any manner,
        which
        directly competes with the business of the Company as it is engaged in at
        the
        time of the termination of this Agreement, unless, at the time of such
        termination or thereafter during the period that Executive is bound by the
        provisions of this Section 7, the Company ceases to be engaged in such activity,
        provided, however, that nothing in this Section 7 shall be construed to
        prohibit Executive from (x) owning an interest of not more than five (5%)
        percent of any public company engaged in such activities or (y) serving as
        a
        financial or accounting officer or employee of a company engaged in such
        activities as long as Executive does not take any action expressly prohibited
        by
        Section 7(a)(i), (ii) or (iii) of this Agreement.
  (b)  Executive
        acknowledges that the restrictive covenants (the “Restrictive Covenants”)
        contained in Sections 6 and 7 of this Agreement are a condition of his
        employment are reasonable and valid in geographical and temporal scope and
        in
        all other respects. If any court determines that any of the Restrictive
        Covenants, or any part of any of the Restrictive Covenants, is invalid or
        unenforceable, the remainder of the Restrictive Covenants and parts thereof
        shall not thereby be affected and shall remain in full force and effect,
        without
        regard to the invalid portion. If any court determines that any of the
        Restrictive Covenants, or any part thereof, is invalid or unenforceable because
        of the geographic or temporal scope of such provision, such court shall have
        the
        power to reduce the geographic or temporal scope of such provision, as the
        case
        may be, and, in its reduced form, such provision shall then be
        enforceable.
   VI
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  
  (c)  The
        Company acknowledges that the payment of Salary, Bonuses and other benefits
        provided in Section 3 of this Agreement is a necessary prerequisite to Executive
        being bound by the Restrictive Covenants. If the Company fails to pay to
        Executive such compensation or benefits within ten business days after receipt
        of written notice of such failure, Executive shall be relieved of his
        obligations to comply with the Restrictive Covenants. In the event of the
        termination of Executive’s employment other than (i) by the Company as provided
        in Sections 5(a), (b) or (c) of this Agreement or (ii) by Executive for Good
        Reason, the Restrictive Covenants shall terminate on the date of termination
        of
        Executive’s employment.
  8.  Inventions
        and Discoveries .
        Executive agrees promptly to disclose in writing to the Company any invention
        or
        discovery made by him during the period of time that this Agreement remains
        in
        full force and effect, whether during or after working hours, in any business
        in
        which the Company is then engaged or which otherwise relates to any product
        or
        service dealt in by the Company and such inventions and discoveries shall
        be the
        Company’s sole property. Upon the Company’s request, Executive shall execute and
        assign to the Company all applications for copyrights and letters patent
        of the
        United States and such foreign countries as the Company may designate, and
        Executive shall execute and deliver to the Company such other instruments
        as the
        Company deems necessary to vest in the Company the sole ownership of all
        rights,
        title and interest in and to such inventions and discoveries, as well as
        all
        copyrights and/or patents. If services in connection with applications for
        copyrights and/or patents are performed by Executive at the Company’s request
        after the termination of his employment hereunder, the Company shall pay
        him
        reasonable compensation for such services rendered after termination of this
        Agreement.
  9.  Injunctive
        Relief .
        Executive agrees that his violation or threatened violation of any of the
        provisions of Sections 6, 7 or 8 of this Agreement shall cause immediate
        and irreparable harm to the Company. In the event of any breach or threatened
        breach of any of said provisions, Executive consents to the entry of preliminary
        and permanent injunctions by a court of competent jurisdiction prohibiting
        Executive from any violation or threatened violation of such provisions and
        compelling Executive to comply with such provisions. This Section 9 shall
        not affect or limit, and the injunctive relief provided in this Section 9
        shall be in addition to, any other remedies available to the Company at law
        or
        in equity or in arbitration for any such violation by Executive. The provisions
        of Sections 6, 7, 8 and 9 of this Agreement shall survive any termination
        of
        this Agreement and Executive’s employment pursuant to this
        Agreement.
  10.  Indemnification .
        The
        Company shall provide Executive with payment of legal fees and indemnification
        to the maximum extent permitted by the Company’s Certificate of Incorporation,
        By-Laws, and the laws of the jurisdiction under which the Company was
        organized.
  11.  Miscellaneous .
  (a)  Executive
        represents, warrants, covenants and agrees that he has a right to enter into
        this Agreement, that he is not a party to any agreement or understanding,
        oral
        or written, which would prohibit performance of his obligations under this
        Agreement, and that he will not use in the performance of his obligations
        hereunder any proprietary information of any other party which he is legally
        prohibited from using.
   VII
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  
  (b)  The
        Company represents, warrants and agrees that it has full power and authority
        to
        execute and deliver this Agreement and perform its obligations hereunder
        and
        this Agreement has been duly authorized by the Board and no other corporate
        action is required of the Company to enter into this Agreement and perform
        its
        obligations hereunder.
  (c)  Executive
        will cooperate with the Company in connection with the Company’s application to
        obtain key-man life insurance on his life, on which the Company will be the
        beneficiary. Such cooperation shall include the execution of any applications
        or
        other documents requiring his signature and submission of insurance applications
        and submission to a physical.
  (d)  Any
        notice, consent or communication required under the provisions of this Agreement
        shall be given in writing and sent or delivered by hand, overnight courier
        or
        messenger service, against a signed receipt or acknowledgment of receipt,
        or by
        registered or certified mail, return receipt requested, or telecopier or
        similar
        means of communication if receipt is acknowledged or if transmission is
        confirmed by mail as provided in this Section 11(d), to the parties at
        their respective addresses set forth at the beginning of this Agreement or
        by
        telecopier to the Company at (561) 750-0420, or to Executive at (561) - ,
        with notice to the Company being sent to the attention of the individual
        who
        executed this Agreement on behalf of the Company. Either party may, by like
        notice, change the person, address or telecopier number to which notice is
        to be
        sent. If no telecopier number is provided for Executive, notice to him shall
        not
        be sent by telecopier.
  (e)  This
        Agreement shall in all respects be construed and interpreted in accordance
        with,
        and the rights of the parties shall be governed by, the laws of the State
        of
        Florida applicable to contracts executed and to be performed wholly within
        such
        State, without regard to principles of conflicts of laws except that the
        provisions of Section 10 shall be governed by the corporation law of the
        state in which the Company is incorporated.
  (f)  Except
        for actions, suits, or proceedings taken pursuant to or under Section 6,
        7, 8 or
        9 of this Agreement, any dispute concerning this Agreement or the rights
        of the
        parties hereunder shall be submitted to binding arbitration in Miami, Florida
        before a single arbitrator under the rules of the American Arbitration
        Association. The award of the arbitrator shall be final, binding and conclusive
        on all parties, and judgment on such award may be entered in any court having
        jurisdiction. The arbitrator shall have the power, in his discretion, to
        award
        counsel fees and costs to the prevailing party. The arbitrator shall have
        no
        power to modify or amend any specific provision of this Agreement except
        as
        expressly provided in Section 7(b) and 11(h) of this
        Agreement.
  (g)  Notwithstanding
        the provisions of Section 11(f) of this Agreement, with respect to any
        claim for injunctive relief or other equitable remedy pursuant to Section 9
        of this Agreement or any claim to enforce an arbitration award or to compel
        arbitration, the parties hereby (i) consent to the exclusive jurisdiction
        of the state courts sitting in Palm Beach County, Florida and (ii) waives
        any
        claim that the jurisdiction of any such court is not a convenient forum for
        any
        such action and any defense of lack of in  personam jurisdiction with respect thereof.
   VIII
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  
  (h)  If
        any
        term, covenant or condition of this Agreement or the application thereof
        to any
        party or circumstance shall, to any extent, be determined to be invalid or
        unenforceable, the remainder of this Agreement, or the application of such
        term,
        covenant or condition to parties or circumstances other than those as to
        which
        it is held invalid or unenforceable, shall not be affected thereby and each
        term, covenant or condition of this Agreement shall be valid and be enforced
        to
        the fullest extent permitted by law, and any court or arbitrator having
        jurisdiction may reduce the scope of any provision of this Agreement, including
        the geographic and temporal restrictions set forth in Section 7 of this
        Agreement, so that it complies with applicable law.
  (i)  This
        Agreement constitute the entire agreement of the Company and Executive as
        to the
        subject matter hereof, superseding all prior or contemporaneous written or
        oral
        understandings or agreements, including any and all previous employment
        agreements or understandings, all of which are hereby terminated, with respect
        to the subject matter covered in this Agreement. This Agreement may not be
        modified or amended, nor may any right be waived, except by a writing which
        expressly refers to this Agreement, states that it is intended to be a
        modification, amendment or waiver and is signed by both parties in the case
        of a
        modification or amendment or by the party granting the waiver. No course
        of
        conduct or dealing between the parties and no custom or trade usage shall
        be
        relied upon to vary the terms of this Agreement. The failure of a party to
        insist upon strict adherence to any term of this Agreement on any occasion
        shall
        not be considered a waiver or deprive that party of the right thereafter
        to
        insist upon strict adherence to that term or any other term of this
        Agreement.
  (j)  Neither
        party hereto shall have the right to assign or transfer any of its or his
        rights
        hereunder except in connection with a merger of consolidation of the Company
        or
        a sale by the Company of all or substantially all of its business and
        assets.
  (k)  This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective heirs, successors, executors, administrators and permitted
        assigns.
  (l)  The
        headings in this Agreement are for convenience of reference only and shall
        not
        affect in any way the construction or interpretation of this
        Agreement.
  (m)  No
        delay
        or omission to exercise any right, power or remedy accruing to either party
        hereto shall impair any such right, power or remedy or shall be construed
        to be
        a waiver of or an acquiescence to any breach hereof. No waiver of any breach
        hereof shall be deemed to be a waiver of any other breach hereof theretofore
        or
        thereafter occurring. Any waiver of any provision hereof shall be effective
        only
        to the extent specifically set forth in an applicable writing. All remedies
        afforded to either party under this Agreement, by law or otherwise, shall
        be
        cumulative and not alternative and shall not preclude assertion by such party
        of
        any other rights or the seeking of any other rights or remedies against any
        other party.
   IX
 **Exhibit
            10.2 – Chief Financial Officer Employment
            Agreement**
  **IN
        WITNESS WHEREOF** ,
        the
        parties have executed this Agreement as of the date first above
        written.
  **ADSOUTH
        PARTNERS, INC.**
 
 
 By: /S/Jerald
        Horowitz_
   **EXECUTIVE:**
 
 
 /S/
        Anton Lee Wingeier
  
 X