EMPLOYMENT
AGREEMENT


 (Senior
Executive Level)


 


THIS
AGREEMENT made as of the 27th day of May, 2014 (the "Effective Date").


 


BETWEEN:


 


RealBiz
Media Group, Inc.


 


(the
"Company")


 


-
and -


 


Arun
Srinivasan 


(the
"Executive")


 


WHEREAS
the Company is engaged in the ownership and management of real estate, television and media related services (the "Business");
and


 


WHEREAS
the Company desires to employ Executive as defined and as per the duties set forth in Exhibit A and Executive desires to accept
such employment in the Business, subject to the terms, conditions and covenants herein provided; and


 


WHEREAS
both parties have agreed to execute, deliver and perform this Agreement;


 


NOW
THEREFORE in consideration of the mutual covenants herein contained and other good and valuable consideration, the Company
and the Executive agree as follows:


 


POSITION


 


The
Company hereby employs the Executive and the Executive agrees to dedicate such attention and time as is necessary for him to perform
his duties in the position as set forth in Exhibit A for the Company and will assume the role on the terms and conditions herein
contained. Notwithstanding any other provision of this Agreement, Executive may continue to conduct business for other third parties
that do not compete with the Company so long as such other business that is conducted does not interfere with or conflict with
Executive’s duties and responsibilities for Company. Executive agrees not to use the Company’s time, material or facilities
in performance of his work for such other third parties.


 


1.          The
Executive shall report to the Chairman and CEO of the Company and other Senior Officers as the Chairman may direct.


 


The
Executive may also be a member of the Board as described in Exhibit A.


 




    	 



    	 



    

  


2.          The
Executive shall have such duties and responsibilities consistent with his position as a senior officer as the CEO shall reasonably
determine. Initially, such duties and responsibilities will include those set forth on Exhibit B hereto.


 


3.          The
Executive shall work when requested out of the Weston, Florida offices, but it is understood that the Executive shall work primarily
out of California.


 


4.          The
Executive will agree to work with other Officers including the Chairman, CEO, CFO, CRO, CPO, and COO to prepare budgets for the
Company, develop sales and supporting reporting systems, develop new business opportunities assist with product development, technology
development and help to implement the media programs in an overall effort to aid the corporation in achieving its sales and operational
goals in an efficient and fiscally responsible manner.


 


REMUNERATION


 


5.          Salary


 


The Executive
shall receive no less than the minimum base salary from the Company during his employment hereunder at the annual rate set forth
in Exhibit A. This amount shall be payable in periodic installments in accordance with the usual payroll of the Company
during the Term hereof (the "Salary"), payable in accordance with the Company's payroll practices in force from
time to time and shall be inclusive of all applicable income, and other taxes and charges that are required by law to be withheld
by the Company or the Executive.


 


6.          Bonus



 


The Executive
will be eligible to earn a bonus as described in Exhibit A, paid in the form of shares of the Company’s common stock.


 


7.          Stock



 


The
Company wants to incentivize the Executive to improve efficiencies, drive revenues and lower expenses. The Company shall issue
to Executive 1,500,000 shares of the Company’s common stock and 250,000 shares of Next 1 Interactive’s Common Stock
based upon the requirements as set forth in Exhibit A. Additionally the Executive will be eligible to participate in the
Company’s Plan for stock options to be set under similar terms and conditions as those of other senior management. Note
- Stock options are only granted when approved by Board.


 


EXPENSES


 


8.          The
Company shall pay all necessary and reasonable business expenses as approved by the Company’s Chairman which approval shall
not be unreasonably withheld, and which are actually and properly incurred by the Executive in furtherance of or in connection
with the Business, including without limitation, all business related travel and parking expenses, public relations expenses and
all business related entertainment expenses (whether incurred at the Executive's residence, while traveling or otherwise). If
any such expenses are paid in the first instance by the Executive, the Company shall reimburse him, subject to the receipt by
the Company of statements and vouchers in a form reasonably satisfactory to the Company.


 




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VACATION


 


9.          The
Executive shall be entitled to the number of weeks of vacation set forth in Exhibit A (in addition to the Company national
holidays) during each contract year which he serves hereunder. Such vacation shall be taken at such time or times as will be mutually
agreed between the Executive and the Company.


 


TERM



 


10.         The
initial term of this Agreement (the "Initial Term"), and the employment hereunder, shall be for a period of set
forth in Exhibit A.


 


TERMINATION


 


	11.	(a)	Events
                                         of Termination. The Term, the Executive’s Salary and any and all other
                                         rights of the Executive under this Agreement or otherwise as an Executive of the Company
                                         will terminate (except as otherwise provided in herein):



 


		(i)	upon
                                         the death of the Executive;



 


		(ii)	upon
                                         the disability of the Executive (as defined in section 11(b)) immediately upon notice
                                         from either party to the other;



 


		(iii)	For
                                         Cause (as defined in section 11(c)), immediately upon notice from the Company to the
                                         Executive or at such later time as such notice may specify;



 


		(iv)	Other
                                         than For Cause, Disability or Death, immediately upon notice from the Company to the
                                         Executive or at such later time as such notice may specify;



 


		(v)	Other
                                         than for Good Reason by Executive, immediately upon notice from the Executive to the
                                         Company or at such later time as such notice may specify; or



 


		(vi)	For
                                         Good Reason (as defined in Section 11(d)) upon not less than 10 calendar days' prior
                                         notice from the Executive to the Company.



 




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		(b)	Definition
                                         of Disability. For the purposes of section 11(a), the Executive will be
                                         deemed to have a "disability" if, for physical or mental reasons, the
                                         Executive is unable to perform the Executive's duties for a period of 120 days out of
                                         180 days, under this Agreement as determined in accordance with this section 11(b).
                                         The disability of the Executive will be determined by a medical doctor selected by written
                                         agreement of the Company and the Executive upon the request of either party by notice
                                         to the other. If the Company and the Executive cannot agree on the selection of a medical
                                         doctor, each of them will select a medical doctor and the two medical doctors will select
                                         a third medical doctor who will determine whether the Executive has a disability. The
                                         determination of the medical doctor selected under this section 11(b) will be binding
                                         on both parties.



 


		(c)	Definition
                                         of "For Cause". For the purposes of section 11(a), the phrase "For
                                         Cause" means: (i) the Executive's material breach of this Agreement; (ii)
                                         the Executive’s failure to substantially perform the duties of Chief Operating
                                         Officer (or such other position with the Company as Executive may hold) as contemplated
                                         hereunder; (iii) the Executive's failure to substantially adhere to any reasonable
                                         written Company policy if the Executive has been given a reasonable opportunity to comply
                                         with such policy or cure his failure to comply; (iv) the misappropriation by the
                                         Executive of a material business opportunity of the Company, including securing any undisclosed
                                         personal profit in connection with any transaction entered into on behalf of the Company;
                                         (v) the misappropriation of any of the Company's funds, property or Confidential
                                         Information; (vi) the commission of material acts of dishonesty, willfully fraudulent
                                         or criminal acts or misconduct, or other willfully wrongful acts or omissions materially
                                         adversely affecting the Company; (vii) the conviction of, the indictment for or
                                         its procedural equivalent or the entering of a guilty plea or plea of no contest with
                                         respect to any felony.



 


		(d)	Definition
                                         of "For Good Reason." For the purposes of section 11(a), the phrase
                                         "For Good Reason" means the Company's material breach of this Agreement.



 


		(e)	Termination
                                         Pay. Effective upon the termination of this Agreement for any of the reasons
                                         set forth in section11(a), the Company shall be obligated to pay the Executive (or in
                                         the event of his death, his designated beneficiary as defined below) the amounts set
                                         forth below, as well as all business expenses recoverable under Section 8. For purposes
                                         of this section 11(e), the Executive's designated beneficiary will be such individual
                                         beneficiary or trust, located at such address, as the Executive may designate by notice
                                         to the Company from time to time or if the Executive fails to give notice to the Company
                                         of such a beneficiary, the Executive's estate. Notwithstanding the preceding sentence
                                         the Company will have no duty, in any circumstances, to attempt to open an estate on
                                         behalf of the Executive, to determine whether any beneficiary designated by the Executive
                                         is alive or to ascertain the address of any such beneficiary, to determine the existence
                                         of any trust, to determine whether any person or entity purporting to act as the Executive's
                                         personal representative (or the trustee of a trust established by the Executive) is duly
                                         authorized to act in that capacity or to locate or attempt to locate any beneficiary,
                                         personal representative, or trustee.



 




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		(i)	Termination
                                         by the Executive For Good Reason. If the Executive terminates this Agreement
                                         For Good Reason, the Company shall pay the Executive his Salary and other benefits, including
                                         shares, earned or accrued through the date of termination. Additionally, all shares held
                                         in escrow, or subject to vesting schedules shall accelerate and/or be released, and distributed
                                         according to the terms of the relevant escrow agreement as though the vesting/release
                                         conditions had been met in the ordinary course. In the event such a termination occurs
                                         within six (6) months of the Effective Date herein, Executive may elect (at its sole
                                         discretion) to initiate an “unwind event” as described in the Asset Purchase
                                         Agreement between ReachFactor, Inc., the Company, Executive and Suresh Srinivasan (the
                                         “APA”).



 


		(ii)	Termination
                                         by the Company For Cause. If the Company terminates this Agreement For
                                         Cause, the Company shall pay Executive his Salary and other benefits earned or accrued
                                         through the date of termination.



 


		(iii)	Termination
                                         upon Disability. If this Agreement is terminated by either party as a result
                                         of the Executive's disability, as determined under section 11(a)(ii), the Company shall
                                         pay the Executive his Salary and other benefits earned or accrued through the remainder
                                         of the calendar month during which such termination is effective.



 


		(iv)	Termination
                                         upon Death. If this Agreement is terminated because of the Executive's
                                         death, the Company shall pay Executive’s estate or designated beneficiary the Executive’s
                                         Salary and other benefits earned or accrued through the date of death.



 


		(v)	Termination
                                         by Company Other than for Cause, Disability or Death. If the Company terminates
                                         this Agreement other than For Cause or for death or disability, then the Company shall
                                         pay Executive his Salary and other benefits earned or accrued through the date of termination.
                                         Additionally, all shares held in escrow, or subject to vesting schedules shall accelerate
                                         and/or be released, and distributed according to the terms of the relevant escrow agreement
                                         as though the vesting/release conditions had been met in the ordinary course. In the
                                         event such a termination occurs within six (6) months of the Effective Date herein, Executive
                                         may elect (at its sole discretion) to initiate an “unwind event” as described
                                         in the APA.,



 


		(vi)	Termination
                                         by Executive Without Good Reason. If the Executive terminates this Agreement
                                         without Good Reason, the Company shall pay Executive his Salary and other benefits earned
                                         or accrued through the date of termination.



 




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CONFIDENTIALITY
AND INTELLECTUAL PROPERTY


 


	12.	(a)	All
                                         confidential records, material, information and all trade secrets concerning the business
                                         or affairs of the Company obtained by the Executive in the course of his employment with
                                         the Company shall remain the exclusive property of the Company. During the Executive's
                                         employment or at any time thereafter, the Executive shall not divulge the contents of
                                         such confidential records, material, information or trade secrets to any person, firm
                                         or corporation other than to the Company or the Company’s qualified Executives
                                         and following the termination of his employment hereunder the Executive shall not, for
                                         any reason, use the contents of such confidential records, material, information or trade
                                         secrets for any purpose whatsoever. This Section shall survive the termination of this
                                         Agreement. This Section shall not apply to any confidential records, material, information
                                         or trade secrets which as proven by written documentation:



 


		(1)	is
                                         or becomes publicly known through the lawful action of any third party;



 


		(2)	is
                                         disclosed without restriction to the Executive by a third party;



 


		(3)	is
                                         known by the Executive prior to its disclosure by the Company;



 


		(4)	is
                                         subsequently developed by the Executive, independently of records, material, information
                                         and trade secrets supplied to the Executive by the Company;



 


		(5)	has
                                         been made available by the Company directly or indirectly to a third party without obligation
                                         of confidentiality; or



 


		(6)	the
                                         Executive is obligated to produce as a result of a court order or pursuant to governmental
                                         or other legal action, provided that the Company shall have been given written notice
                                         of such court order or governmental or other legal action (if permitted by law or requesting
                                         authority) and an opportunity to appear and object.



 




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INTELLECTUAL
PROPERTY


 


(b)
The Executive agrees that any invention, improvement, discovery, process, formula, or method or other intellectual property, whether
or not patentable or copyrightable, conceived or first reduced to practice by Executive, either alone or jointly with others,
relating to the performance of services hereunder , the business of the Company or the business of Next 1 Interactive, Inc. (or,
if based on any of the Company Confidential Information, after the expiration or termination of the Term) (collectively, “Inventions”)
shall belong exclusively to the Company and the Executive hereby assigns to the Company all title and interest, including copyright
and patent rights, thereto and waives any moral rights which the Executive may have therein. If the Executive develops, prepares
or works on the design or development of Inventions related to the performance of services hereunder the business of the Company
or the business of Next 1 Interactive, Inc. during the Term, the Executive will keep notes and other written records of such work,
which records shall be kept on the premises of the Company and made available to the Company at all times for the purpose of evaluation
and use in obtaining copyright protection or as a protective procedure. If the Executive develops, prepares or works on the design
or development of Inventions while at the Company facilities, the Inventions shall belong exclusively to the Company and the Executive
hereby assigns to the Company all title and interest, including copyright and patent rights, thereto and waives any moral rights
which the Executive may have therein. The Executive will upon request of the Company, and at the Company's expense, provide a
reasonable level of assistance to the Company with respect to applications for trademarks, copyrights, patents or other forms
of intellectual property protection for work on which the Executive was involved during the Term. The Executive agrees to execute
such documents as are reasonable and necessary for the purpose of the Company establishing its right of ownership to such property.
Without limiting the foregoing, Executive further acknowledges that all original works of authorship by Executive, whether created
alone or jointly with others, related to Executive’s employment with the Company and which are protectable by copyright,
are "works made for hire" within the meaning of the United States Copyright Act, 17 U. S. C. (S) 101, as amended, and
the copyright of which shall be owned solely, completely and exclusively by the Company. If any Invention is considered to be
work not included in the categories of work covered by the United States Copyright Act, 17 U. S. C. (S) 101, as amended, such
work is hereby assigned or transferred completely and exclusively to the Company. Executive hereby irrevocably designates counsel
to the Company as Executive’s agent and attorney-in-fact to do all lawful acts necessary to apply for and obtain patents
and copyrights and to enforce the Company rights under this Section. This Section shall survive the termination of this Agreement.
Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights
that may be known as or referred to as "moral rights" (collectively "Moral Rights"). To the extent such Moral
Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries
where Moral Rights exist, Executive hereby waives such Moral Rights and consents to any action of the Company that would violate
such Moral Rights in the absence of such consent. Executive agrees to confirm any such waivers and consents from time to time
as requested by the Company.


 


NON-SOLICITATION


 


13.         The
Executive covenants and agrees with the Company that he shall not, during the term of his employment hereunder and for a period
ending one year following the date of the termination of his employment:


 


		(a)	Directly
                                         or indirectly solicit, interfere with or endeavor to direct or entice away from the Company
                                         any person, firm or company who is or has within the preceding year been a customer,
                                         client, affiliated agency or otherwise in the habit of dealing with the Company; or



 


		(b)	Interfere
                                         with, entice away or otherwise attempt to induce the termination of employment of any
                                         Executive of the Company.



 


This
Section shall survive the termination of this Agreement.


 




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NON-COMPETITION


 


14.         The
Executive covenants and agrees with the Company that he will not (without the prior written consent of the Company which consent
will not be unreasonably withheld) directly or through another person or another entity during the term of his employment hereunder
and for a period of one (1) year following the date of the termination of his employment, carry on or be engaged in any business
within North America which is competitive with the Business as defined in the Asset Purchase Agreement between ReachFactor, Inc.,
the Company, Executive and Suresh Srinivasan (the “APA”) (a "Competitive Business") provided, however
that the non-compete shall terminate in the event of a termination of employment by Executive for Good Reason or a termination
by the Company other than for Cause or disability and provided, further that under no circumstances shall Executive disclose Company
confidential information.


 


This
Section shall survive the termination of this Agreement.


 


INJUNCTIVE
RELIEF


 


15.         The
Executive acknowledges and agrees that the agreements and covenants in sections 12 to 14 are essential to protect the business
and goodwill of the Company and that a breach by the Executive of the covenants in sections 12 to 14 hereof could result
in irreparable loss to the Company which could not be adequately compensated for in damages and that the Company may have no adequate
remedy at law if the Executive breaches such provisions. Consequently, if the Executive breaches any of such provisions (and such
breach remains uncured after written notice and opportunity to cure for a period of ten days), the Company shall have, in addition
to and not in lieu of, any other rights and remedies available to it under any law or in equity, the right to seek injunctive
relief to restrain any breach or threatened breach thereof and to have such provisions specifically enforced by any court of competent
jurisdiction


 


DISPUTE
RESOLUTION PROCEDURE


 


	16.	(a)	The
                                         parties shall be free to bring all differences of interpretation and disputes arising
                                         under or related to this Agreement to the attention of the other party at any time without
                                         prejudicing their harmonious relationship and operations hereunder and the offices and
                                         facilities of either party shall be available at all times for the prompt and effective
                                         adjustment of any and all such differences, either by mail, telephone, or personal meeting,
                                         under friendly and courteous circumstances. Notwithstanding the foregoing, any controversy,
                                         claim, or breach arising out of or relating to this Agreement which the parties are unable
                                         to resolve to their mutual satisfaction shall be resolved in accordance with subparagraph
                                         b below.



 




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		(b)	As
                                         a condition precedent to invoking any other dispute resolution procedure including litigation,
                                         the parties shall attempt in good faith first to mediate such dispute and use their best
                                         efforts to reach agreement on the matters in dispute. Within five (5) business days
                                         of the request of either party, the requesting party shall attempt to employ the services
                                         of a third person mutually acceptable to both parties to conduct such mediation within
                                         ten (10) business days of the mediator's appointment. Unless otherwise agreed upon by
                                         the parties hereto, the parties shall share equally the cost of the mediator's fees and
                                         expenses equally. If the parties are unable to agree on such third person, then the requesting
                                         party may submit the matter to the nearest office of the American Arbitration Association
                                         for mediation, only, in accordance with the commercial mediation rules then prevailing.
                                         If, on completion of such mediation, the parties are still unable to agree upon and settle
                                         the dispute, then either party may initiate litigation. This Agreement contains no arbitration
                                         clause. Binding arbitration may only be used upon the mutual agreement of the parties
                                         hereto.



 


SEVERABILITY


 


17.         The
parties acknowledge that the provisions of sections 12 to 14 hereof (the "Restrictive Covenants") are reasonable
and valid in geographic and temporal scope and all other respects. If any court of competent jurisdiction determines that any
of the Restrictive Covenants or any part thereof, is or are invalid or unenforceable, the remainder of the Restrictive Covenants
shall not thereby be affected and shall be given full effect, without regard to invalid portions. If any court of competent jurisdiction
determines that any of the Restrictive Covenants or any part thereof is unenforceable because of the duration or geographic scope
of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be and,
in its reduced form, such provision shall then be enforceable. The Executive acknowledges that the Company's business extends
throughout the geographical area outlined above and that the geographic scope of the covenants contained herein is reasonable.


 


INDEMNITY


 


18.         Except
for acts of dishonesty, willfully fraudulent or criminal acts or other willfully wrongful acts or omissions on the part of Executive,
the Company agrees to indemnify and save the Executive harmless from and against any and all damages, liabilities, claims, costs,
including reasonable attorneys’ fees, charges and expenses, including any amount paid to settle any action or satisfy any
judgment, incurred by him in connection with his employment or incurred by him in respect of any civil, criminal or administrative
action or proceeding to which the Executive is made a party by reason of having been an officer or Executive of the Company.


 


WHOLE
AGREEMENT


 


19.         This
Agreement constitutes and expresses the whole agreement of the parties hereto with respect to the employment of the Executive
by the Company and with respect to any matters or things herein provided for or hereinbefore discussed or mentioned with reference
to such employment. All promises, representations, collateral agreements and understandings relative thereto not incorporated
herein are hereby superseded by this Agreement.


 




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GENERAL


 


20.         All
notices, request, demands or other communications by the terms hereof required or permitted to be given by one party to the other
shall be given in writing by personal delivery or by facsimile, addressed to the other party as follows:


 


	(a)	to the Company at:	RealBiz Media Group, Inc.
	 	 	c/o 2690 Weston Road
	 	 	Suite 200
	 	 	Weston, FL 33331
	 	Attention:	William Kerby
	 	Facsimile No:	(954) 888-9082
	 	 	 
	(b)	to the Executive at:	Arun Srinivasan
	 	 	19018 Peerless Bluff Court
	 	 	Canyon Country, CA 91351
	 	Facsimile No:	 


 


or
such other addresses as may be given by either of them to the other in writing from time to time.


 


21.         This
Agreement shall be governed by and interpreted under the laws of the State of Florida without regard to principals of conflicts
of law.


 


22.         All
dollar amounts referred to in this Agreement are expressed in U.S. funds.


 


		23.	(a)          This
                                         Agreement is personal to the Executive and may not be assigned by him.



 


		(b)	Upon
                                         notice to the Executive, this Agreement may be assigned to an affiliate of the Company,
                                         provided that notwithstanding such assignment, the Company continues to guarantee the
                                         performance by such assignee of its obligations hereunder. This Agreement shall not otherwise
                                         be assigned by Company and such restriction shall include any assignment by operation
                                         of law.



 


		(c)	Except
                                         as aforesaid, this Agreement shall inure to the benefit of and be binding upon the parties
                                         hereto and their respective successors and assigns, including, in the case of the Executive,
                                         his heirs, executors, administrators and legal personnel representatives.



 


24.         Time
shall be of the essence of this Agreement and of every part hereof.


 


25.         The
parties acknowledge and agree that, except to the extent the context clearly requires otherwise, the representations, warranties
and covenants set forth herein shall survive the termination or expiration of this Agreement.


 




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26.         The
parties acknowledge that each of them has read and understood this Agreement, and that each of them has been given the opportunity
to obtain independent legal advice in connection with this Agreement and its terms.


 


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


 


	 	 	RealBiz Media Group, Inc.
	 	 	 	 
	 	 	By:	   /s/ William Kerby
	 	 	 	William Kerby
	 	 	 	Chairman & CEO
	 	 	 	 
	 	 	    /s/ Arun Srinivasan
	Witness	 	Arun Srinivasan
	 	 	Executive


 




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Exhibit
A


 


		Executive.	Arun
                                         Srinivasan






 


		Section 1.	Position



 


The Position
is defined as Chief Marketing Officer and Chief Technology Officer with the responsibilities as listed on Exhibit B.


 


RealBiz will
grant Arun Srinivasan one Board Member seat and will include Executive in Board candidates for approval at Company’s next
Annual General Meeting.


 


		Section 5.	Remuneration



 


(a)
Terms and conditions will include a base salary of $140,000 per year with an automatic increase to $200,000 per year on the earlier
to occur of (1) the one year anniversary of his employment or (2) satisfaction of any one of the of the following conditions:
(i) the Company achieves EBITDA profitability in any quarter, (ii) the Company achieves $200,000 in gross monthly profit, or (iii)
the Company gets 10,000 agents to claim his/her Nestbuilder page. 


 


(b)
Additionally, the Executive will receive healthcare for himself and his dependent family members with 100% of the premiums paid
by the Company, and be eligible for bonus programs commensurate with other senior executives of Realbiz, which are to be determined
and implemented within the first year of employment (from the Effective Date herein). 


 


		Section 6.	Stock



 


		1.	Upon
                                         the signing of this Employment Agreement, the Company will issue 1,000,000 Common Shares
                                         of Realbiz to the Executive. These shares will be held in escrow by the attorney for
                                         the Company (the expense of which to be paid by the Company) subject to the terms of
                                         an escrow agreement that will provide for the release of the shares as set forth below.
                                         Release schedule: 1⁄4 of the shares will be released to Executive every three (3)
                                         calendar months (on the final business day of the calendar month) and all of the shares
                                         will be released to the Executive immediately upon a triggering event. For the purposes
                                         of this Section, a Triggering Event shall include, but not be limited to: (a) The Company
                                         achieves EBITDA profitability, (b) The Company achieves $200,000 in gross monthly profit,
                                         (c) The Company terminates Executive without cause, (d) there is a change of control
                                         of the Company, (e) the Company materially changes any of the terms of this employment
                                         agreement, such as base salary or scope of responsibilities, etc., (f) for other performance
                                         or employment metrics as mutually determined by the Parties, or (g) upon an “unwind”
                                         event as outlined in the APA. Unreleased
                                         shares will only be returned to the Company if the Executive voluntarily terminates his
                                         Employment Agreement without Good Reason any time prior to one (1) year from the date
                                         of this Agreement or if the Executive is terminated due to fraud.



 




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		2.	Upon
                                         the Company generating positive income (defined as EBITDA) as reported in an annual report
                                         for a fiscal year end, or the company achieves $200,000 in gross monthly revenue, the
                                         Company will issue an additional 500,000 Common Shares to the Executive.



 


		3.	An
                                         additional 250,000 shares of common stock of Next 1 Interactive, Inc. (“Next 1”)
                                         will be issued to Executive when Next 1 uses the ReachFactor intellectual property acquired,
                                         in whole or in part for its travel business. Such request or use of intellectual property
                                         will be at the sole discretion of Next 1.



 


		Section
                            7.	Disposition
                                         of Stock



 


If Executive
desires to sell in excess of 100,000 shares of the common stock of the Company in a single transaction or in one or more related
transactions at any time when the daily trading volume of the Company’s stock is less than 20,000 shares, then prior to
selling any such shares, Executive shall submit a written offer to the Company for the Company to acquire such shares at the market
price of such shares on the date of such offer. The Company shall have five (5) calendar days in which to notify the Executive
of its intent to exercise such right of first refusal and the closing of such sale shall occur within ten (10) calendar days of
such notification. If the Company does not exercise such right of first refusal then the Executive shall be free to sell such
shares in the open market in accordance with all applicable laws.


 


		Section 8.	Vacation



 


The Executive
will be eligible for 4 weeks of vacation.


 


		Section 9.	Term



 


The
initial term of this Agreement (the "Initial Term"), and the employment hereunder, shall be for a period of thirty six
(36) months commencing on May 27, 2014 and expiring on May 26, 2017 unless sooner terminated. The contract may be extended by
mutual consent of the parties.


 




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Exhibit
B


 


Arun Srinivasan-
Chief Marketing Officer and Chief Technology Officer


 


The CMO/CTO has
overall responsibility for the two core success drivers of the RBM business. As CMO leading the development of marketing strategies
that support the need to drive agent and consumer adoption and continuously monitoring results to optimize investment. The CTO
role requires evaluating current technology platforms, processes and suppliers and setting and implementing a technology strategy
to more efficiently deliver RBM business goals.


 


The Executive’s
responsibilities are as follows:


 


		·	Work
                                         with the executive leadership team to develop comprehensive marketing and technology
                                         plans that meet the agreed goals for RBM and Nestbuilder.



 


		·	Assume
                                         overall responsibility for all marketing activities of RBM including strategy, goal setting,
                                         budget, resource allocation/control, supplier selection and management. The key driver
                                         of success are to 



		o	Drive
                                         down cost per agent acquired



		o	Drive
                                         and monetize consumer and agent engagement of NestBuilder and Enterprise MVAs



		o	SEO
                                         Strategy



		o	Optimize
                                         application of Home and Away Club and other NextOne assets.



		o	



		·	Assume
                                         overall responsibility technology planning and implementation for RBM including;



		o	Evaluation
                                         of current processes, teams and platforms



		o	Development
                                         of long term strategy to streamline and rationalize technology and development in line
                                         with company goal and optimal application of resources



		o	Manage
                                         migration of technology as to not impede goals



 




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		o	Coordinate
                                         with NextOne to ensure duplication of services and capabilities is minimized



 


		·	Evaluate,
                                         rationalize and optimize resources with an emphasis on building a stronger more centralized
                                         operation. Ensure talent needed to reach current and future goals is in place.



 


		·	Work
                                         with NextOne to realize opportunities to apply RBM processes and technology to business
                                         sectors identified by NextOne



 


Such other
duties as may be assigned by the CEO or Chairman from time to time.


 




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