Unassociated Document

Exhibit
10.1


    AMENDMENT TO EMPLOYMENT
AGREEMENT

     

    


     

    This
Amendment to Employment Agreement is entered into this 5th day of
January, 2009 by and between James Byrd, Jr. (“Employee”) and Gen2Media
Corp. (“Company”)

    


     

    1. Employee is the CEO of
Company under written Employment Agreement dated September 18, 2008.
(“the Employment Agreement”).

    


    2. The
Employment Agreement calls for the Employee to earn a base salary of $350,000
per year, plus certain increases, however, Employee has been deferring all but
$15,000 of said salary, per month since his hiring.

    


    3. Now, with
the difficulty of raising capital, and the desire of the Employee to assist the
Company in its cash flow needs, Employee has agreed to amend his Employment
Agreement in accordance with the terms hereof.

    


    4. Employee
hereby agrees to amend his base salary, effective as of January 1, 2009, to
$200,000 per year.  Employee shall retain all other benefits as set
forth in the Employment Agreement, and all bonuses, in cash or stock options or
otherwise shall be at the sole discretion of the Board of
Directors.

     

    5. In
consideration of this reduction, the Company has agreed, and does hereby reduce
the exercise price of Employees previously vested 4 million options from 10
cents to 5 cents.  Additionally, Employee shall be credited against
the exercise of said options with 100% of all deferred salary that has accrued
through December 31, 2008, and the Company will issue shares to Employee in the
appropriate amount of said deferred compensation, at the 5 cent per share strike
price.

    


    6. This
Agreement shall be effective as of January 1, 2009.  Unless
specifically modified by the terms hereof, all other terms and provisions of the
Employment Agreement shall remain in full force and effect.

    


    7. This
agreement is entered into in Orlando, Orange County, Florida, and shall be
governed under Florida Law.  This Agreement contains all terms and
provisions of any agreements or discussions between the parties relative to the
matters herein contained.  No alteration or modification of this
Agreement shall be binding unless the same is in writing and signed by all
parties.  This agreement is binding upon the parties hereto, their
heirs, successors and assigns at law.

     

    
      
         

      

      
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    Wherefore,
this Amendment to Employment Agreement is executed on the date and year stated
above with the intent to be legally binding.

     

     

    
      
        
          
            
              
                
                  
                    
                      	“Employee”“Gen2Media
      Corp”	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                              /s/

                            	 	By:	
                              /s/
      

                            	 
	 	 	 	 	 	 
	 	
                              James
      S. Byrd Jr.  

                            	 	 	
                              Mary
      Spio, President

                            	 


                    

                  

                

              

            

          

        

      



     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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