ex106.htm


    Exhibit
      10.6

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


         The
      Executive Employment Agreement (the “Agreement”) is effective as of
      August 1, 2007 (the “Effective Date”) and is between Gen2Media Corporation,
      a Nevada Corporation  (the “Company”) and Kim Johnson, (the
“Employee”).

    RECITALS:

    


                   WHEREAS,
      the Company desires that the Employee become the Chief Strategy Officer or
      Chief
      Revenue Officer of the Company.

    


                    WHEREAS,
      the Employee desires to become the Chief Strategy Officer or Chief Revenue
      Officer of the Company.

         

    NOW,
      THEREFORE, in consideration of the promises and mutual agreements herein set
      forth, the parties hereby agree as follows:

    


    


    
      	
              1.

            	
               

            	
              Term
                of Employment. The period of employment of Employee by the Company
                under
                the Agreement (the Employment Period) shall be deemed to have commenced
                on
                the Effective Date and shall terminate in accordance with Section 7,
                however, if not terminated sooner, shall continue until December
                31,
                2009.

               

            
	
              2.

            	
               

            	
              Duties.
                During her employment by the Company, the Employee shall perform
                such
                duties as shall from time to time be delegated or assigned to him
                by the
                Company. Employee agrees to serve the Company in the position of
                Chief
                Strategy Officer or Chief Revenue Officer and to perform diligently
                and to
                the best of her abilities the duties and services pertaining to such
                office. Employee’s employment shall also be subject to the policies
                maintained and established by the Company, if any, as the same may
                be
                amended from time to time. Unless otherwise agreed by the Company
                and
                Employee, Employee’s principal place of business with the Company shall be
                in 2295 S. Hiawassee Road, Suite 414 B, Orlando, FL 32835. Employee
                acknowledges and agrees that Employee owes a fiduciary duty of loyalty,
                fidelity and allegiance to act at all times in the best interests
                of the
                Company and to do no act that would injure the business, interests,
                or
                reputation of the Company or any of its Affiliates. In keeping with
                these
                duties, Employee shall make full disclosure to the Board of Directors
                of
                all business opportunities pertaining to the business of the Company
                or
                its Affiliates and should not appropriate for Employee’s own benefit
                business opportunities that fall within the scope of the businesses
                conducted by the Company and its Affiliates.

            
	
               

            
	
              3.

            	
               

            	
              Compensation.

            


    

    


    
      	
               

            	
              (a)

            	
               

            	
              Base
                Salary. The Company shall pay to Employee 15% commission on accounts
                the
                employee newly acquires within 30 days of payment from the new account,
                less all applicable legal deductions and/or withholding. The commission
                shall be payable in accordance with the Company’s policies in effect from
                time to time, but in any event no less frequently than
                monthly.  In addition, the Company will pay to Employee a
                commission of  between 1% and 10% on any accounts that she
                provides effort and assistance in procuring for the Company. The
                amount of
                these (1% to 10%) commissions will be determined by the President/CEO
                of
                the Company while the deal is in progress and clearly communicated
                via
                email to the employee, and if dissatisfied with the amount determined
                by
                said person, the Employee shall have the right to request a review
                of any
                specific account by the Compensation Committee if one is established,
                and
                if not established by the Board of Directors. The decision
                of  either of these bodies shall be final regarding the
                issue.

            
	
               

            	 	 	 
	
               

            	
              (b)

            	
               

            	
              Incentive
                Bonus. In addition to the Base Salary, during the Term of the Agreement,
                Employee may, in the sole discretion of the Board of Directors, be
                awarded
                an incentive bonus based upon the achievement of specific Company
                objectives as determined by the Company and the Employee and set
                forth in
                a separate written bonus plan (the “Bonus Plan”).

            
	
               

            	 	 	 
	
               

            	
              (c)

            	
               

            	
              Equity
                Compensation and Stock Options. The Employee shall be entitled to
                participate in the equity compensation plans established from time
                to time
                by the Company on a basis no less favorable than any other senior
                officers
                of the Company. Specifically, Employee shall receive stock options,
                pursuant to a properly approved and adopted stock option plan to
                be
                adopted by the Company, for 400,000 shares of common stock of the
                Company,
                at an option price of 10 cents per share. The stock, when issued,
                will be
                restricted under applicable laws. These options shall vest at the
                rate of
                25% (100,000 shares) each 6 months beginning from the date hereof,
                such
                that the entire option package shall vest within 24 months from the
                date
                hereof. Once vested, Employee shall have up to 36 months from the
                date of
                vesting to exercise the options, by providing written notice to the
                Company, and by paying the option price.

            
	
               

            	 	 	 
	
               

            	
              (d)

            	
               

            	
              Housing
                Allowance. N/A.

            
	
               

            	 	 	 
	
               

            	
              (e)

            	
               

            	
              Home
                Leave Allowance. N/A

            
	
               

            	 	 	 
	
               

            	
              (f)

            	
               

            	
              Relocation
                Allowance. N/A

            
	
               

            	 	 	 
	
               

            	
              (g)

            	
               

            	
              Additional
                Payment. N/A

            
	
               

            	
               

            	
               

            	 
	
               

            	
              (h)

            	
               

            	
              As
                additional compensation for the Employee, the Company shall provide
                or
                maintain the medical and health insurance benefits on the same terms
                and
                conditions as are made available to all employees of the Company
                generally.

               

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              4.

            	
               

            	
              Vacation.
                Employee shall be entitled to a reasonable vacation(s) during each
                year of
                her employment under the Agreement.

               

            
	
              5.

            	
               

            	
              Reimbursement
                For Expenses. The Company shall reimburse the Employee within 30
                days of
                the submission of appropriate documentation, and in no event later
                than
                the last day of the calendar year following the year in which an
                expense
                was incurred, for all  reasonable and
                approved   travel  and entertainment expenses and
                other disbursements incurred by her for or on behalf of the Company
                in the
                course and scope of her employment under the Agreement.

               

            


    

    


    
      	
              6.

            	
               

            	
              Remedies
                for Breach. In addition to the rights and remedies provided in
                Section 7, and without waiving the same if Employee breaches, or
                threatens to breach, any of the provisions of Sections 9 or 10, the
                Company shall have the following rights and remedies, in addition
                to any
                others, each of which shall be independent of the other and severally
                enforceable:

               

            
	
               

            	
              (a)

            	
               

            	
              The
                right and remedy to have such provisions specifically enforced by
                any
                court having equity jurisdiction. Employee specifically acknowledges
                and
                agrees that any breach or threatened breach of the provisions of
                Sections 9 or 10 hereof will cause irreparable injury to the Company
                and that money damages will not provide an adequate remedy to the
                Company.
                Such injunction shall be available without the posting of any bond
                or
                other security. If the Employee is determined to have breached any
                provision of Sections 9 or 10 the court or arbitrators shall extend
                the effect of the non-competition provisions for an amount of time
                equal
                to the time the Employee was in breach thereof.

            
	
               

            	 	 	 
	
               

            	
              (b)

            	
               

            	
              The
                right to require Employee to account for and pay over to the Company
                all
                compensation, profits, monies, accruals, increments or other benefits
                (hereinafter collectively the “Benefits”) derived or received by the
                Employee as a result of any transactions constituting a breach of
                any of
                the provisions of Sections 9 or 10.

            
	
               

            	 	 	 
	
               

            	
              (c)

            	
               

            	
              Upon
                discovery by the Company of a breach or threatened breach of
                Sections 9 or 10, the right to immediately suspend payments to
                Employee under Section 3 or 8(b) pending a resolution of the
                dispute.

            
	
               

            	 	 	 
	
               

            	
              (d)

            	
               

            	
              The
                right to terminate Employee’s employment pursuant to
                Section 7.

               

            


    

    


    
      	
              7.

            	
               

            	
              Termination
                of Agreement.

            


    

     

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 
	
               

            	
              (a)

            	
               

            	
              Death.
                The Agreement shall automatically terminate upon the death of
                Employee.

            
	
               

            	 	 	 
	
               

            	
              (b)

            	
               

            	
              Disability.
                If, as a result of Employee’s incapacity due to physical or mental
                illness, Employee shall have been substantially unable, either with
                or
                without reasonable accommodation, to perform her duties hereunder
                for an
                entire period of six (6) consecutive months, and within thirty
                (30) days after written Notice of Termination is given after such six
                (6) month period, Employee shall not have returned to the substantial
                performance of her duties on a full-time basis, the Company shall
                have the
                right to terminate Employee’s employment hereunder for Disability, and
                such termination in and of itself shall not be, nor shall it be deemed
                to
                be, a breach of the Agreement. Any dispute between the Employee and
                the
                Company regarding whether Employee has a Disability shall be determined
                in
                writing by a qualified independent physician mutually acceptable
                to the
                Employee and the Company. If the Employee and the Company cannot
                agree as
                to a qualified independent physician, each shall appoint a physician
                and
                those two physicians shall select a third who shall make such
                determination in writing. The determination of Disability made in
                writing
                to the Company and Employee shall be final and conclusive for all
                purposes
                of the Agreement. Employee acknowledges and agrees that a request
                by the
                Company for such a determination shall not be considered as evidence
                that
                the Company regarded the Employee as having a
                Disability.

            
	
               

            	 	 	 
	
               

            	
              (c)

            	
               

            	
              Termination
                By Company For Cause. The Company may terminate the Agreement upon
                written
                notice to Employee at any time for “Cause” in accordance with the
                procedures provided below; provided, however, that the Company
                may instead give the Employee a written notice that it has elected
                to
                place the Employee on “garden leave” for a period of up to 90
                days  and that the Agreement will terminate on the date
                immediately following the end of such garden leave period. If the
                Company
                elects to place the Employee on garden leave, the Company may during
                the
                period immediately preceding such termination date in its absolute
                discretion direct the Employee (i) to perform only such of her duties
                as the Company may direct; and/or, (ii) to refrain from contacting
                any customers, clients, advertisers, suppliers, agents, professional
                advisors, brokers or employees of the Company or any of its Affiliates
                (as
                defined in Section 12(b)(iii)); and/or, (iii) not to enter all
                or any premises of the Company or any of its Affiliates and/or;
                (iv) to immediately resign without claim for compensation from office
                as director of the Company and any of its Affiliates and from any
                other
                office held by him in the Company or any of its Affiliates.

               

            


    

    


    
      	
               

            	
              (i)

            	
               

            	
              During
                any period when the provisions of the Section 7(c) are invoked, the
                Employee’s salary and other contractual benefits and compensation
                (including the vesting and exercisability of any equity awards) will
                continue to be paid or provided by the Company and the Employee will
                continue to comply without exception with all the Employee’s obligations
                under the Agreement. Notwithstanding anything herein to the contrary,
                the
                Company’s invocation of the provisions of the Section 7(c) shall not constitute
                Good Reason and the Company shall not be obligated to make any new
                awards
                under the Company’s Bonus Plan or equity compensation plans (other than
                awards, if any, due prior to the date that the Employee ceases to
                perform
                substantial duties for the Company pursuant to the Section 7(c))
                during any period when the Employee is performing no substantial
                duties
                for the Company pursuant to the
                Section 7(c).

            


    

     

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
               

            
	
               

            	
              (d)

            	
               

            	
              For
                purposes of the Agreement, “Cause” shall mean:

               

            


    

    


    
      	
               

            	
              (i)

            	
               

            	
              the
                material breach of any provision of the Agreement by Employee which
                has
                not been cured within five business (5) days after the Company
                provides notice of the breach to Employee; provided, however, if
                the act
                or omission that is the subject of such notice is substantially similar
                to
                an act or omission with respect to which Employee has previously
                received
                notice and an opportunity to cure, then no additional notice is required
                and the Agreement may be terminated immediately upon the Company’s
                election and written notice to Employee);

            
	
               

            	 	 	 
	
               

            	
              (ii)

            	
               

            	
              the
                entry of a plea of guilty or judgment entered after trial finding
                Employee
                guilty of a crime punishable by imprisonment in excess of one year
                involving moral turpitude (meaning a crime that includes the commission
                of
                an act of gross dishonesty or bad morals);

            
	
               

            	 	 	 
	
               

            	
              (iii)

            	
               

            	
              willfully
                engaging by Employee in conduct that the Employee knows or reasonably
                should know is detrimental to the reputation, character or standing
                or
                otherwise injurious to the Company or any of its shareholders, direct
                or
                indirect subsidiaries and Affiliates, monetarily or
                otherwise;

            
	
               

            	 	 	 
	
               

            	
              (iv)

            	
               

            	
              without
                limiting the generality of Section 7(c)(i), the breach or threatened
                breach of any of the provisions of Sections 9, 10 or 11;
                or

            
	
               

            	 	 	 
	
               

            	
              (v)

            	
               

            	
              a
                ruling in any state or federal court or by an arbitration panel that
                the
                Employee has breached the provisions of a non-compete or non-disclosure
                agreement, or any similar agreement or understanding which would
                in any
                way limit, as determined by the Board of Directors of the Company,
                the
                Employee’s ability to perform under the Agreement now or in the
                future.

               

            
	
               

            	
              (e)

            	
               

            	
              Termination
                By Company Without Cause. The Company may terminate the Agreement
                at any
                time, and for any reason, by providing at least thirty (30) days
                written notice to Employee.

            
	
               

            	 	 	 
	
               

            	
              (f)

            	
               

            	
              Termination
                By Employee With Good Reason. Employee may terminate her employment
                with
                good reason anytime after Employee has actual knowledge of the occurrence,
                without the written consent of Employee, of one of the following
                events
                (each event being referred to herein as “Good Reason”):

               

            


    

    


    
      	
               

            	
              (i)

            	
               

            	
              (A) any
                change in the duties or responsibilities (including reporting
                responsibilities) of Employee that is inconsistent in any adverse
                respect
                with
                Employee’s position(s), duties, responsibilities or status with the
                Company immediately prior to such change (including any diminution
                of such
                duties or responsibilities) or (B) an adverse change in Employee’s
                titles or offices (including, membership on the Board of Directors)
                with
                the Company;

            


    

     

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
               

            
	
               

            	
              (ii)

            	
               

            	
              a
                reduction in Employee’s Base Salary or Bonus
                opportunity;

            
	
               

            	 	 	 
	
               

            	
              (iii)

            	
               

            	
              the
                relocation of the Company’s principal executive offices from
                Bermuda;

            
	
               

            	 	 	 
	
               

            	
              (iv)

            	
               

            	
              the
                failure of the Company to continue in effect any material employee
                benefit
                plan, compensation plan, welfare benefit plan or fringe benefit plan
                in
                which Employee is participating immediately prior to the date
                of  the Agreement or the taking of any action by the Company
                which would adversely affect Employee’s participation in or reduce
                Employee’s benefits under any such plan, unless Employee is permitted to
                participate in other plans providing Employee with substantially
                equivalent benefits;

            
	
               

            	 	 	 
	
               

            	
              (v)

            	
               

            	
              any
                refusal by the Company to continue to permit Employee to engage in
                activities not directly related to the business of the Company which
                Employee was permitted to engage in prior to the date of the
                Agreement;

            
	
               

            	 	 	 
	
               

            	
              (vi)

            	
               

            	
              the
                Company’s failure to provide in all material respects the indemnification
                set forth in the Company’s Articles of Incorporation, By-Laws, or any
                other written agreement between Employee and Company;

            
	
               

            	 	 	 
	
               

            	
              (vii)

            	
               

            	
              a
                Change in Control of the Company;

            
	
               

            	 	 	 
	
               

            	
              (viii)

            	
               

            	
              the
                failure of the Company to obtain the assumption agreement from any
                successor giving rise to a Change of Control as contemplated in
                Section 12 (a);

            
	
               

            	 	 	 
	
               

            	
              (ix)

            	
               

            	
              any
                other breach of a material provision of the Agreement by the
                Company.

            
	
               

            	 	 	 
	
               

            	
               

            	
               

            	
              For
                purposes of clauses (iii) through (vi) and (ix) above, an
                isolated, insubstantial and inadvertent action taken in good faith
                and
                which is remedied by the Company within ten (10) days after receipt
                of notice thereof given by Employee shall not constitute Good Reason.
                Employee’s right to terminate employment with Good Reason shall not be
                affected by Employee’s incapacity due to mental or physical illness and
                Employee’s continued employment shall not constitute consent to, or a
                waiver of rights with respect to, any event or condition constituting
                cause.

               

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
              8.

            	
               

            	
              Effect
                of Termination. Upon the termination of the Agreement, no rights
                of
                Employee which shall have accrued prior to the date of such termination,
                including the right to receive any bonus Fully-Earned through the
                date of such termination, shall be affected in any way.

               

            


    

    


    
      	
               

            	
              (a)

            	
               

            	
              Upon
                Death of Employee.

            
	
               

            	 	 	 
	
               

            	
               

            	
               

            	
              During
                the Term, if Employee’s employment is terminated due to her death,
                Employee’s estate shall be entitled to receive the Base Salary set forth
                in Section 3 accrued through the date of death and any bonus
                Fully-Earned (as herein defined) through the date of such termination;
                provided, however, Employee’s estate shall not be entitled to any other
                benefits (except as provided by law or separate agreement). “Fully-Earned”
                shall mean that for purposes of determining whether the Employee
                shall be
                entitled to a bonus, that such Employee shall be treated as if she
                had
                been employed through the last date of the regular period for determining
                whether or not a bonus is payable in the standard manner that all
                such
                employees are evaluated even though Employee is no longer employed
                by the
                Company, and her eligibility for an incentive bonus, if any, shall
                be
                determined accordingly. Further, a surviving spouse of Employee shall
                be
                eligible for

               

              continuation
                of family benefits pursuant to Section 3(c) subject to compliance
                with
                Plan provisions at the full premium rate (Company plus employee portion)
                for a one year period after the date of termination.

            
	
               

            	 	 	 
	
               

            	
              (b)

            	
               

            	
              For
                Disability; By Company Without Cause; By Employee with Good
                Reason.

            
	
               

            	 	 	 
	
               

            	
               

            	
               

            	
              If
                the Agreement is terminated under Section 7 (b), (e) or
                (f):

            


    

    


    
      	
               

            	
              (i)

            	
               

            	
              Employee
                shall be entitled to receive her Base Salary set forth in Section 3
                accrued through the date of such termination and any bonus Fully-Earned
                through the date of such termination, and

            
	
               

            	 	 	 
	
               

            	
              (ii)

            	
               

            	
              All
                unvested stock options and restricted stock grants previously awarded
                to
                Employee by the Company or Argonaut shall remain in full force and
                effect
                as if no termination had occurred, and

            
	
               

            	 	 	 
	
               

            	
              (iii)

            	
               

            	
              If
                a Change of Control (x) has not then occurred, Company shall
                pay Employee on the six month anniversary of the date of such termination
                an amount equal to three times her Base Salary, and (y) has then
                occurred (or is reasonably expected to occur), Company shall pay
                Employee
                on the six month anniversary of the date of such termination an amount
                equal to five times her Base Salary. Further, Employee shall be eligible
                for continuation of benefits pursuant to Section 3(h) subject to
                compliance with Plan provisions at the full premium rate (Company
                plus
                employee portion) until Employee obtains reasonably equivalent employment
                or for three (3) years from the date of termination, whichever is
                earlier. It shall be a condition precedent of payment to Employee
                of such
                payment and continued benefits pursuant to the Section 8(b) that
                Employee
                execute a full and complete release of the Company, each of its
                subsidiaries, Affiliates and their respective past, present and future
                partners, officers, directors, employees, consultants, attorneys,
                agents
                and shareholders, in form and substance reasonably acceptable to
                the
                Company, of any claims Employee
                may have against any of them, to the extent such claims arise from
                Employee’s employment hereunder, and any revocation period with respect to
                such release have expired, prior to the six month anniversary of
                the date
                of such termination, and

            


    

     

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
            
	
               

            	
              (iv)

            	
               

            	
              Employee
                shall no longer be bound by the prohibitions contained in
                Section 10.3 and 10.4.2 hereof prohibiting Employee from engaging or
                having any interests in, directly or indirectly, in a competitive
                business
                or soliciting employees; provided, however, Employee shall remain
                bound by
                the further prohibition contained in Section 10.4.1,
                and

            
	
               

            	 	 	 
	
               

            	
              (v)

            	
               

            	
              Except
                as provided for in the Section 8(b), Employee shall not have any
                rights which have not previously accrued upon termination of the
                Agreement.

               

            


    

    


    
      	
               

            	
              (c)

            	
               

            	
              By
                Company With Cause

            
	
               

            	 	 	 
	
               

            	
               

            	
               

            	
              In
                the event of termination of Employee’s employment Section 7(c) Employee
                shall be entitled to receive the Base Salary and benefits set forth
                in
                Section 3 accrued through the date of termination, and she shall not
                be entitled to any other benefits (except as required by
                law).

            
	
               

            	 	 	 
	 	 	 	 
	 	 	 	 


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	
              9.

            	
               

            	
              Confidential
                Information.

               

            


    

    


    
      	
               

            	
              (a)

            	
               

            	
              The
                Company shall disclose to Employee, or place Employee in a position
                to
                have access to or develop, trade secrets or confidential information
                of
                Company or its Affiliates; and/or shall entrust Employee with business
                opportunities of Company or its Affiliates; and/or shall place Employee
                in
                a position to develop business good will on behalf of Company or
                its
                Affiliates.

            
	
               

            	 	 	 
	
               

            	
              (b)

            	
               

            	
              The
                Employee acknowledges that in her employment hereunder she occupies
                a
                position of trust and confidence and agrees that she will treat as
                confidential and will not, without prior written authorization from
                the
                Company, directly or indirectly, disclose or make known to any person
                or
                use for her own benefit or gain, the methods, process or manner of
                accomplishing the business undertaken by the Company or its Affiliates,
                or
                any non-public information, plans, formulas, products, trade secrets,
                marketing or merchandising strategies, or confidential material or
                information and instructions, technical or otherwise, issued or published
                for the sole use of the company, or information which is disclosed
                to the
                Employee or in any acquired by him during the term of the Agreement,
                or
                any information concerning the present or future business, processes,
                or
                methods of operation of the Company or its Affiliates, or concerning
                improvement, inventions or know how relating to the same or any part
                thereof, it being the intent of the Company, with which intent the
                Employee hereby agrees, to restrict him from disseminating or using
                for
                her own benefit any information belonging directly or indirectly
                to the
                Company which is unpublished and not readily available to the general
                public.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (c)

            	
               

            	
              The
                confidentiality obligations set forth in (a) and (b) of the
                Section 9 shall apply during Employee’s employment and for a period
                of one year after termination of employment.

            
	
               

            	 	 	 
	
               

            	
              (d)

            	
               

            	
              All
                information, ideas, concepts, improvements, discoveries, and inventions,
                whether patentable or not, that are conceived, made, developed or
                acquired
                by Employee, individually or in conjunction with others, during Employee’s
                employment with Company (whether during business hours or otherwise
                and
                whether on the premises of the Company or one of its Affiliate or
                otherwise) that relate to the business, products or services of the
                Company or any of its Affiliates shall be disclosed to the Board
                of
                Directors and are and shall be the sole and exclusive property of
                the
                Company or such Affiliate. Moreover, all documents, drawings, memoranda,
                notes, records, files, correspondence, manuals, models, specifications,
                computer programs, e-mail, voice mail, electronic data bases, maps
                and all
                other writings and materials of any type embodying any such information,
                ideas, concepts, improvements, discoveries and inventions are and
                shall be
                the sole and exclusive property of the Company. Upon termination
                of
                Employee’s employment by the Company, for any reason, Employee promptly
                shall deliver the same, and all copies thereof, to the
                Company.

            
	
               

            	 	 	 
	
               

            	
              (e)

            	
               

            	
              If,
                during Employee’s employment by the Company, Employee creates any work of
                authorship fixed in any tangible medium of expression that is the
                subject
                matter of copyright (such as video tapes, written presentations,
                or
                acquisitions, computer programs, e-mail, voice mail, electronic data
                bases, drawings, maps, architectural renditions, models, manuals,
                brochures or the like) relating to the Company’s business, products or
                services, whether such work is created solely by Employee or jointly
                with
                others (whether during business hours or otherwise and whether on
                the
                Company’s premises or otherwise), the Company shall be deemed the author
                of such work if the work is prepared by Employee in the scope of
                Employee’s employment.

               

            
	
              10.

            	
               

            	
              Restrictive
                Covenants

            
	
               

            	 	 
	
              10.1

            	
               

            	
              For
                the purposes of the Section, the following words have the following
                meanings:

               

            


    

    


    
      	
               

            	
              10.1.1

            	
               

            	
              “Company
                Services” means any services (including but not limited to technical and
                product support, technical advice, underwriting and customer services)
                supplied by the Company or its Affiliates in the specialty property
                and/or
                casualty insurance business;

            
	
               

            	 	 	 
	
               

            	
              10.1.2

            	
               

            	
              “Confidential
                Information” has the meaning ascribed thereto in
                Section 9;

            
	
               

            	 	 	 
	
               

            	
              10.1.3

            	
               

            	
              “Customer”
                means any person or firm or company or other organization whatsoever
                to
                whom or which the Company supplied Company Services during the Restricted
                Period and with whom or which, during the Restricted Period:

              (a)  the
                Employee had material personal dealings pursuant to her employment;
                or

            


    

     

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

            	
               

            	
               

            	
              (b)  any
                employee who was under the direct or indirect supervision of the
                Employee
                had material personal dealings pursuant to their
                employment.

            
	
               

            	 	 	 
	
               

            	
              10.1.5

            	
               

            	
              “Prospective
                Customer” means any person or firm or company or other organization
                whatsoever with whom or which the Company or its Affiliates shall
                have had
                negotiations or material discussions regarding the possible distribution,
                sale or supply of Company Services during the Restricted Period and
                with
                whom or which during such period:

              (a)  the
                Employee shall have had material personal dealings pursuant to her
                employment; or

              (b)  any
                employee who was under the direct or indirect supervision of the
                Employee
                shall have had material personal dealings pursuant to their employment;
                or

              (c)  the
                Employee was directly responsible in a client management capacity
                on
                behalf of the Company.

            
	
               

            	 	 	 
	
               

            	
              10.1.6

            	
               

            	
              “Restricted
                Area” means:

            
	
               

            	 	 	 
	
               

            	
               

            	
               

            	 
	
               

            	 	 	 
	
               

            	
               

            	
               

            	
              (a)  any
                geographic area in which the Company or Affiliates provided Restricted
                Services and for which the Employee was responsible in the 12 months
                preceding the date of Employee’s termination of employment by the
                Company.

            
	
               

            	 	 	 
	
               

            	
              10.1.7

            	
               

            	
              “Restricted
                Employee” means any person who on the date of Employee’s termination of
                employment by the Company was at the level of director, manager,
                underwriter or salesperson with whom the Employee had material contact
                or
                dealings in the course of her Employment during the Restricted
                Period;

            
	
               

            	 	 	 
	
               

            	
              10.1.8

            	
               

            	
              “Restricted
                Period” means the period of 12 months ending on the last day of the
                Employee’s employment with the Company or, in the event that no duties
                were assigned to the Employee or the Employee was placed upon garden
                leave, the 12 months immediately preceding the last day on which the
                Employee carried out any duties for the Company;

            
	
               

            	 	 	 
	
               

            	
              10.1.10

            	
               

            	
              “Restricted
                Services” means Company Services or any services of the same or of a
                similar kind.

               

            
	
              10.2

            	
               

            	
              The
                Employee recognises that, whilst performing her duties for the Company,
                she will have access to and come into contact with trade secrets
                and
                confidential information belonging to the Company and its Affiliates
                and
                will obtain personal knowledge of and influence over its or their
                customers and/or employees. The Employee therefore agrees that the
                restrictions set out in the Section are reasonable and necessary
                to
                protect the legitimate business interests of the Company and its
                Affiliates both during and after the termination of her
                employment.

            


    

     

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              10.3

            	
               

            	
              The
                Employee hereby undertakes with the Company that she will not during
                her
                employment with the Company and for the period of twelve months after
                she
                ceases to be employed by the Company whether by himself through her
                employees or agents or otherwise howsoever and whether on her own
                behalf
                or on behalf of any other person, firm, company or other organisation,
                directly or indirectly:

               

            


    

    


    
      	
               

            	
              10.3.1

            	
               

            	
              in
                competition with the Company or its Affiliates within the Restricted
                Area,
                be employed or engaged or otherwise interested in the business of
                researching into, developing, underwriting, distributing, selling,
                supplying or otherwise dealing with Restricted Services;
                or

            
	
               

            	 	 	 
	
               

            	
              10.3.2

            	
               

            	
              in
                competition with the Company or its Affiliates, accept orders or
                facilitate the acceptance of any orders or have any business dealings
                for
                Restricted Services from any Customer or Prospective Customer;
                or

            
	
               

            	 	 	 
	
               

            	
              10.3.3

            	
               

            	
              employ
                or otherwise engage in the business of or be personally involved
                to a
                material extent in employing or otherwise engaging in the business
                of
                researching into, developing, distributing, selling, supplying or
                otherwise dealing with Restricted Services, any person who was during
                the
                Restricted Period employed or otherwise engaged by the Company and
                who by
                reason of such employment or engagement is reasonably likely to be
                in
                possession of any trade secrets or Confidential Information relating
                to
                the business of the Company.

               

            
	
              10.4

            	
               

            	
              The
                Employee hereby undertakes with the Company that she shall not during
                her
                employment with the Company and for the period of 12 months after she
                ceases to be employed by the Company without the prior written consent
                of
                the Company whether by himself through her employees or agents or
                otherwise howsoever and whether on her own behalf or on behalf of
                any
                other person, firm, company or other organisation directly or
                indirectly:

               

            


    

    


    
      	
               

            	
              10.4.1

            	
               

            	
              in
                competition with the Company, solicit business from or endeavour
                to entice
                away or canvass any Customer or Prospective Customer if such solicitation
                or canvassing is in respect of Restricted Services;

            
	
               

            	 	 	 
	
               

            	
              10.4.2

            	
               

            	
              solicit
                or induce or endeavor to solicit or induce any Restricted Employee
                to
                cease working for or providing services to the Company, whether or
                not any
                such person would thereby commit a breach of contract.

            
	
              10.5

            	
               

            	
              The
                benefit of Sections 10.3 and 10.4 shall be held on trust by the
                Company for each of its Affiliates and the Company reserves the right
                to
                assign the benefit of such provisions to any of its Affiliates, in
                addition such provisions also apply as though there were substituted
                for
                references to “the Company” references to each of its Affiliates in
                relation to which the Employee has in the course of her duties for
                the
                Company or by reason of rendering services to or holding office in
                such
                Affiliate:

               

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              10.5.1

            	
               

            	
              acquired
                knowledge of its trade secrets or Confidential Information;
                or

            
	
               

            	 	 	 
	
               

            	
              10.5.2

            	
               

            	
              had
                material personal dealings with its Customers or Prospective Customers;
                or

            
	 	 	 	 
	 	 
              
              10.5.3

            	 	
              supervised
                directly or indirectly employees having material personal dealings
                with
                its Customers or Prospective Customers but so that references in
                Section 10 to “the Company” shall for the purpose be deemed to be
                replaced by references to the relevant Affiliate. The obligations
                undertaken by the Employee pursuant to the Section 10.5 shall, with
                respect to each Affiliate of the Company, constitute a separate and
                distinct covenant and the invalidity or unenforceability of any such
                covenant shall not affect the validity or enforceability of the covenants
                in favour of any other Affiliate or the
                Company.

            


    

     

    
      	
               

            	
               

            	
               

            	
               

            
	
              10.6

            	
               

            	
              The
                parties agree that the periods referred to in Sections 10.3 and 10.4
                above will be reduced by one day for every day, during which, at
                the
                Company’s direction the Employee has been excluded from the Company’s
                premises and has not carried out any duties.

               

            


    

    


    
      	
              10.7

            	
               

            	
              While
                the restrictions in the Section 10 (on which the Employee has had the
                opportunity to take independent advice, as the Employee hereby
                acknowledges) are considered by the parties to be reasonable in all
                the
                circumstances, it is agreed that if any such restrictions, by themselves,
                or taken together, shall be adjudged to go beyond what is reasonable
                in
                all the circumstances for the protection of the legitimate interests
                of
                the Company or its Affiliates but would be adjudged reasonable if
                part or
                parts of the wording thereof were deleted, the relevant restriction
                or
                restrictions shall apply with such deletion(s) as may be necessary
                to make
                it or them valid and effective.

               

            
	
              11.

            	
               

            	
              [Intentionally
                blank]

            
	
               

            	 	 
	
              12

            	
               

            	
              Change
                Of Control.

               

            


    

    


    
      	
               

            	
              (f)

            	
               

            	
              For
                purposes of the Agreement, a “Change of Control” shall be deemed to occur
                if:

               

            
	
               

            	
              (i)

            	
               

            	
              Any
                Person, other than (1) the Company or any of its subsidiaries,
                (2) a trustee or other fiduciary holding securities under an employee
                benefit plan of the Company or any of its Affiliates, (3) an
                underwriter temporarily holding securities pursuant to an offering
                of such
                securities, or (4) a corporation owned, directly or indirectly, by
                the shareholders of the Company in substantially the same proportions
                as
                their ownership of stock of the Company, is or becomes the Beneficial
                Owner, directly or indirectly, of securities of the Company (not
                including
                in the securities beneficially owned by such person any securities
                acquired directly from the Company or its Affiliates) representing
                50% or
                more of the combined voting power of the Company’s then outstanding
                securities, or 50% or more of the then outstanding common stock of
                the
                Company, excluding any Person who becomes such a Beneficial Owner
                in

            


    

     

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
              connection
                with a merger or consolidation of the Company described in (ii)
                below.

            
	
               

            	 	 	 
	
               

            	
              (ii)

            	
               

            	
              There
                is consummated a merger or consolidation of the Company or any direct
                or
                indirect subsidiary of the Company with any other corporation, except
                if:
                (A) the merger or consolidation would result in the voting securities
                of the Company outstanding immediately prior thereto continuing to
                represent (either by remaining outstanding or by being converted
                into
                voting securities of the surviving entity or any parent thereof)
                at least
                fifty percent (50%) of the combined voting power of the voting securities
                of the Company or such surviving entity or any parent thereof outstanding
                immediately after such merger or consolidation; or (B) the merger
                or
                consolidation is effected to implement a recapitalization of the
                Company
                (or similar transaction) in which no Person is or becomes the beneficial
                owner, directly or indirectly, of securities of the Company (not
                including
                in the securities beneficially owned by such Person any securities
                acquired directly from the Company or its Affiliates other than in
                connection with the acquisition by the Company or its Affiliates
                of a
                business) representing 50% or more of the combined voting power of
                the
                Company’s then outstanding securities;

            
	
               

            	 	 	 
	
               

            	
              (iii)

            	
               

            	
              The
                shareholders of the Company approve a plan of complete liquidation
                or
                dissolution of the Company or an agreement for the sale or disposition
                by
                the Company of all or substantially all the Company’s assets, other than a
                sale or disposition by the Company of all or substantially all of
                the
                Company’s assets to an entity, at least 50% of the combined voting power
                of the voting securities of which are owned by the stockholders of
                the
                Company in substantially the same proportions as their ownership
                of the
                Company immediately prior to such sale.

            
	
               

            	 	 	 
	
               

            	
              (iv)

            	
               

            	
              During
                any one year period, individuals who at the beginning of the period
                constitute the Board of Directors of the Company cease for any reason
                to
                constitute a majority of the Board of Directors.

               

            
	
               

            	
              (g)

            	
               

            	
              For
                purposes of the Section 12:

               

            


    

    


    
      	
               

            	
              (i)

            	
               

            	
              The
                term “Person” shall have the meaning
                given in Section 3(a)(9) of the 1934 Act as modified and used in
                Sections
                13(d) and 14(d) of the 1934 Act.

            
	
               

            	 	 	 
	
               

            	
              (ii)

            	
               

            	
              The
                term “Beneficial Owner” shall have the meaning provided in Rule 13d-3
                under the 1934 Act.

            
	
               

            	 	 	 
	
               

            	
              (iii)

            	
               

            	
              The
                term “Affiliate” means, with respect to any individual or a corporation,
                partnership, trust, incorporated or unincorporated association, joint
                venture, limited liability company, joint stock company,
                government (or an agency or political subdivision thereof) or other
                entity
                of any kind (each a “person”), any other person that directly or
                indirectly controls or is controlled by or under common control with
                such
                person. For the purposes of the definition, “control” when used with
                respect to any person, means the possession, direct or indirect,
                of the
                power to direct or cause the direction of the management and policies
                of
                such person, whether through the ownership of voting securities,
                by
                contract or otherwise; and the terms of “affiliated”, “controlling” and
                “controlled” have meanings correlated to the
                foregoing.

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
               

            
	
              13.

            	
               

            	
              Successors
                and Assigns. The Agreement is personal in its nature and neither
                of the
                parties hereto shall, without the consent of the other, assign or
                transfer
                the Agreement or any rights or obligations hereunder, provided, however,
                that the provisions hereof shall enure to the benefit of, and be
                binding
                upon, each successor of the Company, whether by merger, consolidation,
                acquisition or otherwise, unless otherwise agreed to by the Employee
                and
                the Company.

               

            


    

    


    
      	
              14.

            	
               

            	
              Notices.
                Any notice required or permitted to be given to the Employee pursuant
                to
                the Agreement shall be sufficiently given if sent to the Employee
                by
                registered or certified mail addressed to the Employee at
                ________________________________________________________________________,
                or at such other address as she shall designate by notice to the
                Company,
                and any notice required or permitted to be given to the Company pursuant
                to the Agreement shall be sufficiently given if sent to the Company
                by
                registered or certified mail addressed to it at
                ____________________________________________________________, or
                at such
                other address as it shall designate by notice to the
                Employee.

               

            
	
              15.

            	
               

            	
              Invalid
                Provisions. The invalidity or unenforceability of a particular provision
                of the Agreement shall not affect the enforceability of any other
                provisions hereof and the Agreement shall be construed in all respects
                as
                if such invalid or unenforceable provision were omitted.

               

            


    

    


    
      	
              16.

            	
               

            	
              Amendments
                To The Agreement. The Agreement may only be amended in writing by
                an
                agreement executed by both parties hereto.

               

            
	
              17.

            	
               

            	
              Entire
                Agreement. The Agreement contains the entire agreement of the parties
                hereto and supersedes any and all prior agreements, oral or written,
                and
                negotiations between said parties regarding the subject matter contained
                herein.

               

            


    

    


    
      	
              18.

            	
               

            	
              Applicable
                Law and Venue. The Agreement is entered into under, and shall be
                governed
                for all purposes, by the laws of the United States; with venue of
                any
                lawsuit between the parties in United
                States.

            


    

    


     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 
	
              19.

            	
               

            	
              No
                Waiver. No failure by either party hereto at any time to give notice
                of
                any breach by the other party of, or to require compliance with,
                any
                condition or provision of the Agreement shall be deemed a waiver
                of
                similar or dissimilar provisions or conditions at the same or at
                any prior
                or subsequent time.

               

            


    

    


    
      	
              20.

            	
               

            	
              Severability.
                If a Court of competent jurisdiction determines that any provision
                of the
                Agreement is invalid or unenforceable, then the invalidity or
                unenforceability of that provision shall not affect the validity
                or
                unenforceability of any other provision of the Agreement, and all
                other
                provisions shall remain in full force and effect.

               

            
	
              21.

            	
               

            	
              Counterparts.
                The Agreement may be executed in one or more counterparts, each of
                which
                shall be deemed to be an original, but all of which together will
                constitute one in the same agreement.

               

            


    

    


    
      	
              22.

            	
               

            	
              Withholding
                of Taxes and Other Employee Deductions. The Company may withhold
                from any
                benefits and payments made pursuant to the Agreement all federal,
                state,
                city and other taxes as may be required pursuant to any law or
                governmental regulation or ruling and any and all other normal employee
                deductions made with respect to the Company’s employees
                generally.

               

            
	
              23.

            	
               

            	
              Section 409A
                of the Code. The provisions of the Agreement and any payments made
                herein
                are intended to comply with, and should be interpreted consistent
                with,
                the requirements of Section 409A of the Code, and any related
                regulations or other effective guidance promulgated thereunder
                (collectively, “Section 409A”). The time or schedule of a payment to
                which the Executive is entitled under the Agreement may be accelerated
                at
                any time that the Agreement fails to meet the requirements of
                Section 409A and any such payment will be limited to the amount
                required to be included in the Executive’s income as a result of the
                failure to comply with Section 409A. Reference herein to termination
                of employment shall be deemed to mean a separation from
                service.

            


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      	
               

               

               

            	 	 
	 	
               

            	
              In
                witness whereof, the parties hereto have executed the Agreement as
                of the
                day and year above written.

            


    

    


    
      	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              Gen2Media
                Corporation

               

            	
               

            	
               

            	
               

            	
              Employee:

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              By:

            	
               

            	
              /s/

            	
               

            	
               

            	
               

            	
              /s/

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Mary
                Spio,

              Compensation
                Committee,

              Board
                of Directors of

              Gen2Media
                Corporation

            	
               

            	
               

            	
               

            	
              Kim
                Johnson

            


    

     

     

     

     

    16