**EXHIBIT 10.11**

 

**EMPLOYMENT AGREEMENT**

**BY AND BETWEEN**

**COMPASS KNOWLEDGE HOLDINGS, INC.**

**AND**

**RICHARD M. FLAHERTY**

 

**THIS EMPLOYMENT AGREEMENT** (the “Agreement”) is executed on January 6, 2003 to be effective as of January 6, 2003 (the “Commencement Date”) by and between Compass KnowledgeHoldings, Inc., a Nevada corporation (the “Company”) and Richard M. Flaherty (“Employee”). 

 

**WHEREAS**, the Company is engaged in the distributed learning business and other related businesses (such activities, present andfuture, being hereinafter referred to as the “Business”); and 

 

**WHEREAS**, the Company and Employee desire to enter into this Agreement to memorialize their oral understanding, to assure the Company of the services of Employee for the benefit of the Company and to set forth therespective rights and duties of the parties hereto. 

 

**NOW, THEREFORE,** in consideration of the premises and the mutual covenants, terms and conditions set forth herein, the Company and Employee agree as follows: 

 

**ARTICLE I**

 

**Employment**

 

**1.1****Employment and Title.** As of the Commencement Date, the Company employs Employee, and Employee accepts such employment,as Executive Vice President and Chief Operating Officer of the Company, all upon the terms and conditions set forth herein. 

 

**1.2********Duties**. During the Initial Term and any Extended Terms (as hereinafter defined) hereof, Employee shall faithfullyperform his duties in accordance with this Agreement and the Bylaws of the Company, serve the Company faithfully and to the best of his ability and devote substantially all of his business time and attention, knowledge, energy and skills to theCompany. Employee shall report directly to the Chief Executive Officer of the Company and shall operate the Company in accordance with the Company’s annual business plan, budget and assigned duties. Subject to the directions of and limitationsimposed by the Chief Executive Officer of the Company, Employee shall be responsible for interpretation and executive implementation of the Company’s policies and shall perform all the duties and have and exercise all rights and powers anExecutive Vice President and Chief Operating Officer usually has pertaining and attributable, by law, custom, or otherwise, of said position. ****

 

The foregoing will not be construed as preventing Employee from (i) making investments in other business or enterprises or civic orcharitable activities, or (ii) finishing any existing consulting engagements provided that (a) Employee agrees not to become engaged in any other business activity that interferes with his ability to discharge his duties and responsibilities to theCompany and (b) Employee does not violate any other provision of this Agreement. 

 

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**1.3    Location.** The principal place of employment and the location of Employee’s principal office shall be in Ocoee, Florida, or at such other location agreed upon by Employee and the Company;provided, however, Employee shall, when requested by the CEO or Board of Directors of the Company, or may, if he determines it to be reasonably necessary, temporarily perform, outside of Ocoee, Florida, such services as are reasonably required forthe proper execution of his duties under this Agreement. In no event, however, shall Employee be required to permanently relocate his principal place of employment or his principal residence, without his consent. 

 

**1.4    Representations.** Each partyrepresents and warrants to the other that he/it has full power and authority to enter into and perform this Agreement and that his/its execution and performance of this Agreement shall not constitute a default under or breach of any of the terms ofany agreement to which he/it is a party or under which he/it is bound. Each party represents that no consent or approval of any third party is required for his/its execution, delivery and performance of this Agreement or that all consents orapprovals of any third party required for his/its execution, delivery and performance of this Agreement have been obtained. 

 

**ARTICLE II**

 

**Term**

 

**2.1    Term.** The term of Employee’s employment hereunder (the “Term”) shall commence as of theCommencement Date and shall end on December 31, 2005 (the “Scheduled Termination Date”) unless renewed or earlier terminated pursuant to the provisions of this Agreement. Assuming all conditions of this Agreement have been satisfied andthere has been no breach of the Agreement during its initial term, the parties may agree to extend the term of this Agreement (“Extended Term”). 

 

**ARTICLE III**

 

**Compensation**

 

**3.1    Salary.** As compensation for the services to be rendered by Employee, the Company shall pay Employee,during the Term of this Agreement, an annual base salary of not less than One Hundred and Eighty Thousand Dollars ($180,000), which base salary shall accrue monthly (prorated for periods less than a month) and shall be paid twice a month, in arrearsor as Employee and the Company otherwise agree. 

 

**3.2    Bonuses**. The Employer shall pay the Employee an annual bonus (the “Bonus”) as determined by the Board of Directors. The Bonus, if any, shall be payable within ninety (90) days after the endof the most recent fiscal year to which the Bonus relates. 

 

**3.3    Options.** Upon execution of the Agreement, Employee will be granted, in accordance with the terms and conditions of a stock option agreement, options to purchase 1,000,000 shares of the commonstock of the Company (the “Option Shares”) at a strike price equal to $0.25 per share. The Option Shares will vest in accordance with the following schedule: 

 
(a) 500,000 of the Option Shares will vest prorata on a calendar quarterly basis at the end of each calendar quarter of each year of this Agreement (i.e., 41,667 OptionShares will vest at the end of each quarter saving the last quarter of this Agreement for which only 41,663 Option Shares will vest); 
 

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(b) 166,667 of such Option Shares will vest if the Company recognizes at least $2,500,000 of Net Income From Operations (as defined below) for the calendar year endingDecember 31, 2003; (c) 166,667 Option Shares will vest if the Company recognizes at least $3,750,000 of Net Income From Operations (as defined below) for the calendar year ending December31, 2004; and 
 
(d) 166,666 Option Shares will vest if the Company recognizes at least $5,000,000 of Net Income From Operations (as defined below) for the calendar year ending December31, 2005. 
 
(e) Notwithstanding the foregoing, if the Company recognizes at least $5,000,000 of Net Income From Operations (as defined below) for any annual period ending December31, 2003, 2004 or 2005 and to the extent that all or any portion of the Option Shares have not vested in accordance with Sections 3.3(b),(c) or (d) above (hereinafter, the “Unvested Options Shares”) then, in such event, the Unvested OptionShares shall vest. 
 

For example, iffor the annual periods ending December 31, 2003, 2004 and 2005 the Company recognizes $2,000,000, $3,650,000 and $5,100,000, respectively, of Net Income From Operations (as defined below), no incentive Option Shares (those described in Sections3.3(b)(c) and (d) above) will vest until December 31, 2005 at which time 500,000 of such incentive Option Shares will vest. 

 

For these purposes, “Net Income From Operations” shall mean the net income from operations of the Company before deductions fortaxes, as calculated utilizing generally accepted accounting principles by the Company’s independent certified public accountants for the Company’s annual reporting periods. Notwithstanding the foregoing, for purposes of determining NetIncome From Operations: (i) there shall be included any and all charges for preferred stock dividends; but, (ii) there shall not be included any gains, profits, losses, or adjustments related to the sale or write-off of any goodwillassociated with the Company’s wholly-owned subsidiary, Educators’ Learning Network, Inc. 

 

**3.4    Intentionally Omitted.**

 

**3.5    Benefits.** Employee shall be entitled, during the Term hereof, to receive atthe Company’s expense, health insurance for himself, his spouse and dependants and shall be entitled to participate in any Company pension, profit sharing, or other deferred compensation plan together with the following additional benefits:

 

(a) The Company’s normalvacation allowance for all executive, but in no event shall such vacation allowance be less than three (3) weeks annually. 

 

(b) Employee will be entitled to participate in any benefit plan or other program of the Company which may currently be inplace or implemented during the Term of this Agreement. 

 

(c) Employee will be entitled to a six hundred fifty dollar ($650.00) monthly non-accountable expense reimbursement. 

 

**3.6    Withholding.** Any and all amounts payable under this Agreement, including, without limitation, amountspayable under this Article III and Article VII, which are subject to withholding for such federal, state and local taxes as the Company, in its reasonable judgment, determines to be required pursuant to any applicable law, rule or regulation.

 

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subject to withholding for such federal, state and local taxes as the Company, in its reasonable judgment,determines to be required pursuant to any applicable law, rule or regulation. 

 

**ARTICLE IV**

 

**Working Facilities, Expenses and Insurance**

 

**4.1 Working Facilities and Expenses.** Upon pre-approval of the Company, the Company shall reimburse Employee for all of Employee’s reasonable expenses incurred while employed and performing his duties under and inaccordance with the terms and conditions of this Agreement, subject to Employee’s full and appropriate documentation, including, without limitation, receipts for all such expenses in the manner required pursuant to Company’s policies andprocedures and the Internal Revenue Code of 1986, as amended (the “Code”) and applicable regulations as are in effect from time to time. Notwithstanding the foregoing, no reimbursements will be made to Employee for any off-site workingfacilities, cell phone or automobile expenses unless otherwise agreed as these expenses are provided for in Section 3.5(c) above. 

 

**4.2 Insurance.** The Company may secure in its own name or otherwise, and at its own expense, life, disability and other insurancecovering Employee or Employee and others, and Employee shall not have any right, title or interest in or to such insurance other than as expressly provided herein. Employee agrees to assist the Company in procuring such insurance by submitting tothe usual and customary medical and other examinations to be conducted by such physicians(s) as the Company or such insurance company may designate and by signing such applications and other written instruments as may be required by any insurancecompany to which application is made for such insurance. 

 

**ARTICLE V**

 

**Illness orIncapacity**

 

**5.1 Right to Terminate.**If, during the Term of this Agreement, Employee shall be unable to perform in all material respects his duties hereunder for a period exceeding 30 days by reason of illness or incapacity, this Agreement may be terminated by the Company in itsreasonable discretion pursuant to Section 7.2 hereof. 

 

**5.2 Right to Replace.** If Employee’s illness or incapacity, whether by physical or mental cause, renders him unable for a minimum period of 15 days to carry out his duties and responsibilities as set forth herein, theCompany shall have the right to designate a person to replace Employee temporarily in the capacity described in Article I hereof; provided, however, that if Employee returns to work from such illness or incapacity within the 15 day period followinghis inability due to such illness or incapacity, he shall be entitled to be reinstated in the capacity described in Article I hereof with all rights, duties and privileges attendant thereto. 

 

**5.3 Rights Prior to Termination.** Employee shall beentitled to his full remuneration and benefits hereunder during such illness or incapacity unless and until an election is made by the Company to terminate this Agreement in accordance with the provisions of Section 5.1 of this Article.

 

**5.4 Determination of Illness orIncapacity.** For purposes of this Article V, the term “illness or incapacity” shall mean Employee’s inability to perform his duties hereunder 

 

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substantially on a full-time basis due to physical or mental illness as determined by a physician selectedby the Company and Employee. 

 

**ARTICLE VI**

 

**Confidentiality and Intellectual Property**

 

**6.1 Confidentiality.** During the Termof this Agreement and thereafter, Employee shall not divulge, communicate, use to the detriment of the Company, or for the benefit of any other business, firm, person, partnership or corporation, or otherwise misuse, any “ConfidentialInformation”, pertaining to the Company (except as may be required under legal process by subpoena or other court order; provided that Employee will take reasonable steps to give the Company sufficient prior written notice in order to contestsuch requirement or order) including, without limitation, all (i) data or trade secrets, including secret processes, formulas or other technical data; (ii) production methods; (iii) customer lists; (iv) personnel lists; (v) proprietary information;(vi) financial or corporate records; (vii) operational, sales, promotional and marketing methods and techniques; (viii) development ideas, acquisition strategies and plans; (ix) financial information and records; (x) “know-how” and methodsof doing business; and (xi) computer programs, including source codes and/or object codes and other proprietary, competition-sensitive or technical information or secrets developed with or without the help of Employee. Employee acknowledges that anysuch information or data he may have acquired was received in confidence and by reason of his relationship to the Company. Confidential Information, data or trade secrets shall not include any information which: (a) at the time of disclosure iswithin the public domain or is generally known within the industry; (b) after disclosure becomes a part of the public domain or generally known within the industry through no fault, act or failure to act, error, effort or breach of this Agreement byEmployee; (c) is known to the recipient at the time of disclosure; (d) is subsequently discovered by Employee independently of any disclosure by the Company; (e) is required by order, statute or regulation, of any governmental authority to bedisclosed to any federal or state agency, court or other body; or (f) is obtained from a third party who has acquired a legal right to possess and disclose such information. Notwithstanding anything in this Agreement to the contrary, this Section6.1 shall have no application during the period following the Term of this Agreement in the event that this Agreement is terminated by Employee pursuant to Section 7.2(d) or (e) of this Agreement. ****

 

**6.2 Records.** All documents, papers, materials, notes,books, correspondence, drawings and other written and graphic records relating to the Business of the Company which Employee shall prepare or use, or come into contact with, shall be and remain the sole property of the Company and, effectiveimmediately upon the termination of Employee’s employment with the Company for any reason, shall not be removed from the Company’s premises without the Company’s prior written consent and any such documents, papers, materials, notes,books, correspondence, drawings and other written and graphic records in his possession or under his control shall be immediately returned to the Company. 

 

**6.3****Ideas and Inventions.**Employee agrees to assign to the Company all Employee’s right, title and interest in or toany and all ideas, concepts, know-how, techniques, processes, methods, applications, inventions, discoveries, developments, innovations and improvements (“Inventions”) which relate in any respect to the Company or its subsidiaries or theirbusinesses as they now or hereafter exist which Employee conceives, creates, designs, develops and/or makes, whether alone or with others, during Employee’s employment with the Company. Employee agrees to disclose all such Inventions to theCompany promptly, and to provide all assistance reasonably requested by the Company in the preservation of its interests in 

 

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the Inventions, such as by executing documents, testifying, etc., such assistance to be provided at theCompany’s expense but without any additional compensation to Employee, unless Employee is called upon to render such assistance after the termination of this Agreement for any reason, at which time Employee shall be entitled to a fair andreasonable rate of compensation for such assistance and provided that any such assistance shall not unreasonably interfere with any business or other activities in which Employee may be engaged. Employee shall, at the request and expense of theCompany, assist the Company or its nominees to obtain patents for such Inventions for which the Company or its subsidiaries has or obtains any right, title or interest in any countries throughout the world. Such Inventions shall be the property ofthe Company or its nominees, whether patented or not. Employee shall and does, without charge to the Company, assign to the Company, all Employee’s right, title, and interest in and to such Inventions, including without limitation patents andpatent applications and reissues thereof. Employee agrees to execute, acknowledge, and deliver any instruments confirming the complete ownership by the Company of such Inventions. Such assignments shall include the right to sue for infringement.

 

**6.4**. **Copyrights.** Employee agreesthat any Invention or other work (collectively hereinafter called “Work”) prepared, developed or produced by Employee while an Employee of the Company, whether alone or with others, and which relates in any respect to the Company or itssubsidiaries or their businesses and for which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any such Work is deemed for any reason not to be a work made for hire, Employee shall assign allright, title and interest in the copyright in such Work, and all extensions and renewals thereof, to Company, and agrees to provide all assistance reasonably requested by Company in the establishment, preservation and enforcement of its copyright insuch Work, such assistance to be provided at Company’s expense but without any additional compensation to Employee, unless Employee is called upon to render such assistance after the termination of this Agreement for any reason, at which timeEmployee shall be entitled to a fair and reasonable rate of compensation for such assistance and provided that any such assistance shall not unreasonably interfere with any business or other activities in which Employee may be engaged. Employeeagrees to waive all moral rights relating to the Work developed or produced, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequentmodifications. 

 

**ARTICLE VII**

 

**Termination**

 

**7.1 Termination For Cause.** This Agreement and theemployment of Employee may be terminated by the Company “For Cause” under any one of the following circumstances: 

 

(a) Employee has committed any material act of fraud, misappropriation or theft against the Company. 

 

(b) Employee’s default or breach of anymaterial provision of this Agreement; provided, that Employee shall not be in default hereunder unless (i) he shall have failed to cure such default or breach within thirty (30) days of written notice thereof by the Company to Employee or (ii)Employee shall have duly received notice of at least two (2) prior instances of such breach or default (whether or not cured by Employee). 

 

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(c) Employee engages in gross negligence, malfeasance or willfulmisconduct in the performance of his duties hereunder; provided, that Employee shall not be in default hereunder unless (i) he shall have failed to cure such default or breach within thirty (30) days of written notice thereof by the Company toEmployee, or (ii) Employee shall have duly received notice of at least two (2) prior instances of such breach or default (whether or not cured by Employee). 

 

(d) At the election of Employee (except for an election pursuant to Section 7.2 (d) of this Agreement). 

 

(e) The conviction (or plea of no contest) ofEmployee of a crime involving moral turpitude (not including driving while under the influence of alcohol unless Employee is convicted on more than one occasion or if he is incarcerated for more than 15 days) by a court of competent jurisdiction asto which no further appeal can be taken. 

 

(f) The default or breach of any material provision of the Company’s written conflict of interest policy, previously made known to Employee, if any, then in effect; provided that (i) Employee shall not be in default hereunderunless he shall have failed to cure such default within thirty (30) days of written notice thereof by the Company to Employee or (ii) Employee shall have received written notice of at least two (2) prior instances of such breach or default (whetheror not cured by Employee). 

 

(g)The default or breach of any material provision of the Company’s insider trading policy or business ethics policy, if any, then in effect and previously made known to Employee. 

 

A termination For Cause under this Section 7.1 shall be effective upon the date set forth in a written noticeof termination delivered by the Company to Employee. 

 

**7.2 Termination Without Cause.** This Agreement and the employment of Employee may be terminated “Without Cause” as follows: 

 

(a) By mutual agreement of the parties hereto. 

 

(b) At the election of the Company by giving not less than 10 days prior written notice toEmployee in the event of an illness or incapacity described in Article 5.1. 

 

(c) Upon Employee’s death. 

 

(d) At the election of Employee upon the Company’s default or breach of any material provision of this Agreement; provided, that the Company shall not be in default hereunder unless (i) it shallhave failed to cure such default or breach within thirty (30) days of written notice thereof by Employee to the Company or (ii) the Company shall have duly received notice of at least two (2) prior instances of such breach or default (whether or notcured by the Company). 

 

A termination WithoutCause under Section 7.2(b) or 7.2(d) hereof shall be effective upon the date set forth in a written notice of termination delivered in accordance with the notice provisions of such sections. A termination Without Cause under Sections 7.2(a) or (c)shall be 

 

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automatically effective upon the date of mutual agreement or the date of death of Employee, as the casemay be. 

 

**7.3 Effect of Termination ForCause.** If Employee’s employment is terminated “For Cause”: 

 

(a) Employee shall be entitled to accrued base salary under Section 3.1 hereof through the date of termination. 

 

(b) Employee shall not be entitled to any accrued and unpaid bonuses, if any, underSection 3.2. 

 

(c) All unvestedOption Shares under Section 3.3 shall expire and be of no further force or effect. 

 

(d) Employee shall be entitled to benefits under Section 3.5 hereof through the date of termination, subject to any rightto continue said benefits at Employee’s cost as provided by law and as provided in any benefit plan in which Employee is a participant. 

 

(e) Employee shall be entitled to reimbursement for expenses accrued through the date of termination in accordance withthe provisions of Section 4.1 hereof. 

 

Except asprovided in Article X, this Agreement shall thereupon terminate and cease to be of any further force or effect. 

 

**7.4 Effect of Termination Without Cause.** If Employee’s employment is terminated “Without Cause”: 

 

(a) Employee shall be entitled to the lesserof: (i) six month’s base salary, or (ii) the base salary for the remaining Term of this Agreement, if less than six months. 

 

(b) Employee shall be entitled to reimbursement for expenses accrued through the date of termination in accordance withthe provisions of Section 4.1 hereof. 

 

(c) Employee shall be entitled to accrued bonuses under Section 3.2 and benefits under Section 3.5 hereof through the date of termination with the right to continue said benefits at Employee’s cost as provided by law and asprovided in any benefit plan in which Employee is a participant. 

 

(e) All Option Shares granted pursuant to Section 3.3(a) will automatically vest and all other unvested Option Shares under Section 3.3 shall expire and be of no further force or effect. 

 

Except as provided in Article X, this Agreement shallthereupon terminate and cease to be of any further force or effect. 

 

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**ARTICLE VIII**

 

**Non-Competition and Non-Interference**

 

**8.1 Noncompetition; Nonsolicitation**.As an inducement to the Company to execute this Agreement and in order to preserve the goodwill associated with the business of the Company and its subsidiaries and in addition to and not in limitation of any covenants contained in any agreementsexecuted and delivered herewith, Employee hereby covenants and agrees as follows: 

 

(a) **Covenant Not to Compete**. During the term of this Agreement and for a period of one (1) year after the effectivedate of an expiration or a termination for any reason, Employee will not directly or indirectly, within the Territory, act as an officer, manager, executive, consultant, advisor or agent or controlling shareholder, partner or member to any businessor otherwise engage in any business which is competitive, either directly or indirectly, with the Business, as defined herein, nor shall Employee become employed by such a business in a capacity which would require Employee to carry out, in whole orin part, either directly or indirectly, the duties Employee has performed or is expected to perform for the Company or which are competitive with the Business or otherwise engage in any practice the purpose of which is to evade the provisions ofthis covenant not to compete or to commit any act which adversely affects the Company and its subsidiaries or their business. For purposes of this Article VIII, the “Business” shall be defined as creating, designing, developing, owning,leasing and/or operating distributed learning and education business and other related businesses as are being conducted by the Company (or such business as is under development) at the time of such termination. For purposes of this Article VIII,the “Territory” shall be defined as the United States of America. 

 

(b) **Nonsolicitation; Employees**. Employee agrees that during the Term of this Agreement and for one (1) year after the effective date of the expiration or a termination for any reason, Employeewill not offer employment to any person who was employed by the Company or its subsidiaries without the prior written consent of the Company. 

 

(c) **Nonsolicitation; Customers**. Employee agrees that, during the Term of this Agreement and for one (1) year afterthe expiration or the effective date of a termination for any reason, Employee will not solicit customers or clients of the Company, or its subsidiaries, with a view to interfering or competing with the business of the Company or its subsidiaries orproviding any product or service that is provided by the Company or its subsidiaries. 

 

Notwithstanding the foregoing, the restrictive covenants shall not prohibit (i) Employee from engaging in speaking and seminar engagements, or (ii) the ownership of securities of corporations which arelisted on a national securities exchange or traded in the national over-the-counter market in an amount which shall not exceed 5% of the outstanding shares of any such corporation. The parties agree that the Company may sell, assign or otherwisetransfer this covenant not to compete, in whole or in part, to any person, corporation, firm or entity that purchases all or substantially all of the Company’s assets (and assumes the obligations of the Company) or stock. In the event a courtof competent jurisdiction determines that the provisions of the restrictive covenants are excessively broad as to duration, geographical scope or activity, it is expressly agreed that the restrictive covenants shall be construed so that theremaining 

 

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provisions shall not be affected, but shall remain in full force and effect, and any such over broadprovisions shall be deemed, without further action on the part of any person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. 

 

**8.2. Equitable Relief for Violations.** Employee agreesthat the provisions and restrictions contained in this Section are necessary to protect the legitimate continuing interests of the Company and its subsidiaries and that any violation or breach of these provisions will result in irreparable injury tothe Company and its subsidiaries for which a remedy at law would be inadequate and that, in addition to any relief at law which may be available to the Company or its subsidiaries for such violation or breach and regardless of any other provisioncontained in this Agreement, the Company and its subsidiaries shall be entitled to injunctive and other equitable relief as a court may grant after considering the intent of this Section. 

 

**ARTICLE IX**

 

**Miscellaneous**

 

**9.1 No Waivers.** The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of anysuch provision, nor prevent such party thereafter from enforcing such provision or any other provision of this Agreement. 

 

**9.2 Notices.** Any notice to be given to the Company and Employee under the terms of this Agreement may be delivered personally, bytelecopy, telex or other form of written electronic transmission, or by registered or certified mail, postage prepaid, and shall be addressed as follows: 

 

**If to the Company:**
 
2710 Rew Circle

Ocoee, FL 34761

Attention: Rogers W. Kirven, Jr.

Fax: (407) 656-7585

rkirven@compassknowledge.com

**If to Employee:**
 
Richard M. Flaherty

2404 W. Prospect

Tampa, Florida

 

Eitherparty may hereafter notify the other in writing of any change in address. Any notice shall be deemed duly given (i) when personally delivered, (ii) when telecopied, telexed or transmitted by other form of written electronic transmission (uponconfirmation of receipt) or (iii) on the third day after it is mailed by registered or certified mail, postage prepaid, as provided herein. 

 

**9.3 Severability.** The provisions of this Agreement are severable and if any provision of this Agreement shall be held to be invalidor otherwise unenforceable, in whole or in part, the remainder of the provisions, or enforceable parts thereof, shall not be affected thereby. 

 

**9.4 Successors and Assigns.** The rights and obligations of the Company under this Agreement shall inure to the benefit of and bebinding upon the successors and assigns of the Company, including the survivor upon any merger, consolidation, share exchange or combination of the Company with any other entity. Except as provided in the preceding sentence, neither the

 

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Company nor Employee shall not have the right to assign, delegate or otherwise transfer any duty orobligation to be performed by it or him hereunder to any person or entity. 

 

**9.5 Entire Agreement.** This Agreement supersedes all prior and contemporaneous agreements and understandings between the parties hereto, oral or written, and may not be modified or terminatedorally. No modification, termination or attempted waiver shall be valid unless in writing, signed by the party against whom such modification, termination or waiver is sought to be enforced. This Agreement was the subject of negotiation by theparties hereto and their counsel. The parties agree that no prior drafts of this Agreement shall be admissible as evidence (whether in any arbitration or court of law) in any proceeding which involves the interpretation of any provisions of thisAgreement. 

 

**9.6 Governing Law andJurisdiction.** This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference to the conflict of law principles thereof. Any State of Federal Court serving Orlando, Orange County,Florida shall have exclusive jurisdiction with respect to any controversy or matter arising from or out of this Agreement or Employee’s employment with the Company. 

 

**9.7 Section Headings.**The section headings contained herein are for the purposes of convenience onlyand are not intended to define or limit the contents of said sections. 

 

**9.8 Further Assurances.** Each party hereto shall cooperate and shall take such further action and shall execute and deliver such further documents as may be reasonably requested by the other party in order to carry outthe provisions and purposes of this Agreement. 

 

**9.9 Gender.** Whenever the pronouns “he” or “his” are used herein they shall also be deemed to mean “he” or “his” or “it” or “its” whenever applicable. Words in thesingular shall be read and construed as though in the plural and words in the plural shall be read and construed as though in the singular in all cases where they would so apply. 

 

**9.10 Counterparts.** This Agreement may be executed in counterparts, all of which taken together shallbe deemed one original. 

 

**ARTICLE X**

 

**Survival**

 

**10.1 Survival.** The provisions of Articles VI, VII,VIII, and IX and other provisions and sections referenced therein, shall survive the termination of this Agreement. 

 

**IN WITNESS WHEREOF,** the parties hereto have executed this Agreement as of the date first above written. 

 

 

COMPASS KNOWLEDGE HOLDINGS, INC. 

a Florida corporation,

By:
 
/s/    ROGERS W. KIRVEN,JR.         
  
**Rogers W. Kirven, Jr., CEO**

 

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**EMPLOYEE**

 

/s/    Richard M. Flaherty

 

 

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