Exhibit
      10.1 - Chief Executive 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 John Cammarano, residing at
      _________________________________ (“Executive”).




**W
      I T N E S S E T H:**




**WHEREAS** ,
      the
      Company has engaged Executive as its chief executive 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 Executive Officer, and he shall have the duties and
      responsibilities associated with the chief executive 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 executive 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
      executive 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
        10.1 - Chief Executive 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 $250,000.




(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.




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Exhibit
        10.1 - Chief Executive 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.




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Exhibit
        10.1 - Chief Executive 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 $225,000, and (y) all
      outstanding options held by Executive shall become immediately
      exercisable.




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Exhibit
        10.1 - Chief Executive 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 executive 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.




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Exhibit
        10.1 - Chief Executive 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.




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Exhibit
        10.1 - Chief Executive 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
        10.1 - Chief Executive 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
        10.1 - Chief Executive 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
        10.1 - Chief Executive 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/
      John Cammarano







X