John Loughlin Employment Agreement


    EMPLOYMENT
      AGREEMENT

    


    AGREEMENT
      made as
      of the 16th day of March 2007 (otherwise referred to as the “Effective Date”)
      between 247MGI, Inc. ("Company"), a Florida corporation having an office located
      at 1007 N. Federal Hwy, D-6, Fort Lauderdale, FL 33304, and John Loughlin
      ("Employee”), residing at 105 Preservation Way, Tiverton, RI 02878

    


    WHEREAS,
      Employee
      will be employed as President

    


    WHEREAS,
      Company
      and Employee, wish to enter into an Employment Agreement pursuant to which
      Employee will be employed as President of the Company; and

    


    WHEREAS,
      this
      Agreement is intended to constitute an “employee benefit plan” within the
      meaning of Rule 405 of Regulation C under the Securities Act of 1933, as
      amended.

    


    NOW,
      THEREFORE,
      in
      consideration of the respective agreements hereinafter set forth, the parties
      agree as follows:

    


    1.  Employment

    


    
      	
              1.01

            	
              Scope
                of Agreement.
                Company hereby employees Employee, and Employee hereby accepts employment
                with Company in the position and with the duties set forth below.
                

            


    

    


    
      	
              1.02

            	
              Term.
                The term of this Agreement shall commence as of March 16, 2007 and
                terminates on January 1, 2009; subject, however, to earlier termination
                in
                accordance with the provisions of this Agreement, provided, however,
                that
                commencing on the last day of the 12th
                month following the Effective Date and each subsequent anniversary
                thereof, the Term shall be automatically extended for one (1) additional
                year unless, no later than sixty (60) days before each such anniversary
                date, either party shall have given written notice to the other that
                it
                does not wish to extend the Term of the Agreement.
                

            


    

    


    2.
       Duties

    


    
      	
              2.01
                

            	
              General.
                Employee shall serve as President of Company and shall perform such
                executive duties as may from time to time be assigned to him by Company’s
                CEO and Board of Directors; consistent with the duties associated
                with the
                position. Employee shall be subject to the supervision and direction
                of
                the Board of Directors. In the event Employee is elected or appointed
                to
                serve as a director of the Company or any of its subsidiaries, Employee
                shall do so without additional compensation; provided that Employee
                shall
                be entitled to receive the same compensation for his services as
                a
                director that is paid to other employee-directors of the Company
                for their
                services as directors. Company and Employee hereby agree that upon
                termination of this Agreement for any reason whatsoever, or at such
                earlier time as Employee ceases to serve as an employee of Company,
                Employee will resign as a director of Company and any Company subsidiaries
                for which he serves as a director, and, Employee’s resignation as a
                director shall become effective on the effective date of such termination
                or cessation.

            


    

    


    
      	
              2.02
                

            	
              Performance.
                During the term of his employment, Employee shall devote substantially
                all
                of his business time, best efforts and attention to the business,
                operations and affairs of Company unless
                otherwise agreed to in writing by the Parties; provided that Emplyee
                shall
                be permitted to undertake the activities described on Schedule A
                to this
                Agreement and the performance of such activities shall not be deemed
                to
                violate this Agreement.
                Employee’s
                principal place of business shall be located in Rhode Island. 
                Company and Employee shall mutually agree upon working facilities
                and
                support as are reasonably suitable to Employee's position and appropriate
                for the performance of his duties; provided that administrative services
                may, in Company's discretion, be provided to Employee from Company's
                principal offices in South Florida.
 

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.03

            	
              Representations.
                

            


    

    


    (a) Employee
      represents and warrants to and agrees with Company that:

    


    (i) Neither
      the execution nor performance by Employee of this Agreement is prohibited by
      or
      constitutes or will constitute, directly or indirectly, a breach or violation
      of, or will be adversely affected by, any written or other agreement to which
      Employee is a party or by which he is bound.

    


    (ii) Neither
      Employee nor any business or entity in which he has any interest or from which
      he receives any payments has, directly or indirectly, any interest of any kind
      in or is entitled to receive, and neither Employee nor any such business or
      entity shall accept, from any person, firm, corporation or other entity which
      competes with Company, any payments of any kind on account of any services
      performed by Employee during the term of his employment.

    


    (iii) During
      the ten years preceding the date hereof (A) no petition under any bankruptcy
      law(s) were filed by or against any business of which Employee was a general
      partner, executive officer or similar official, either at the time of the
      bankruptcy or within two years prior to that date, (B) Employee was not
      convicted in a criminal proceeding, and no criminal proceeding is currently
      pending against Employee (in either case other than traffic violations and
      other
      minor offenses, (C) Employee is not and has not been subject to any order,
      judgment or decree, not subsequently reversed, suspended or vacated, of any
      court of competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting his involvement in any type of business,
      securities or banking activities or (D) Employee has not been found by a court
      of competent jurisdiction (in a civil action), the Securities and Exchange
      Commission or the Commodity Futures Trading Commission to have violated a state
      or federal securities or commodities law, and the judgment has not been
      reversed, suspended or modified.

    


    (b) Company
      represents and warrants to Employee that this Agreement has been authorized
      by
      all necessary action on the part of Company and constitutes a valid and binding
      obligation of Employee enforceable against Company in accordance with the terms
      hereof.

    


    3.  Compensation
      and Related Matters

    


    
      	
              3.01
                

            	
              Fixed
                Salary.
                

            


    

    


    (a)
       Amount
      of Fixed Salary.
      As
      partial compensation for Employee's services, Company shall pay Employee a
      salary (the "Fixed Salary") at the following rates in equal

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     monthly
      (or more frequent, consistent with Company’s payroll practices) installments,
      less appropriate payroll deductions as required by law:

     

    March
      1,
      2007 - December 31, 2007 $150,000

    January
      1, 2008 - December 31, 2009 $180,000

    


    (b) Increases
      in Base Salary - Employee's Base Salary shall be reviewed no less frequently
      than on each anniversary of the Effective Date during the Term by the Board
      (or
      such committee as may be appointed by the Board for such purpose). The Base
      Salary payable to Employee may be increased on each such anniversary date (and
      such other times as the Board or a committee of the Board may deem appropriate
      during the Term of the Agreement) to an amount determined by the Board (or
      a
      committee of the Board).  Any increase in Base Salary or other compensation
      shall in no way limit or reduce any other obligations of Company hereunder
      and,
      once established at an increased specified rate, Officer's Base Salary shall
      not
      be reduced unless Officer otherwise agrees in writing. 

    


    3.02 Additional
      Compensation.

    


    (a) Stock
      Options.
      As
      additional compensation for Employee's services, as of the Effective date of
      this Agreement, the Employee is hereby granted options to purchase an aggregate
      of 2 million shares over the term of this Agreement, which options shall vest
      at
      the rate of 250,000 options upon signing of this agreement and on the first
      day
      of each calendar quarter beginning April 1, 2007. The options shall have an
      exercise price of fair market value (FMV) as of the market close on the date
      such options are granted, and may be exercised for a period of five years from
      the date the options vest. The number of shares subject to the options and
      the
      exercise price of the options shall be proportionately adjusted to give effect
      to any forward or reverse stock split, recapitalization or similar corporate
      event completed by the Company. In the event of the death of Employee, all
      unvested options shall immediately vest and the estate of Employee shall have
      the right to exercise any unexercised options for a period of six months from
      the date of Employee’s death, at which time any unexercised options shall
      terminate. In the event of the disability resulting in termination of this
      Agreement under Section 4.03, all unvested options shall immediately vest and
      Employee or his personal representative shall have the right to exercise any
      unexercised options for a period of six months from the date of Employee’s
      disability, at which time any unexercised options shall terminate. In the event
      this Agreement is terminated for cause under Section 4.01, all unexercised
      and/or unvested options shall immediately terminate and cease to be of any
      further force or effect. Employee
      hereby understands and agrees that the shares issuable upon exercise of the
      options described in this paragraph may not be registered under the Securities
      Act of 1933, as amended (the "Act") and, absent registration, the resale or
      transferability of such shares will be restricted under the Act and applicable
      state law.

    


    (b) Bonuses
      and Other Incentive Compensation.
      Company
      shall pay Employee such cash bonuses, stock bonuses and/or incentives as may
      be
      determined from time-to-time by the Board of Directors.

    


    3.03    Vacation.
      Employee
      will be entitled to 3 weeks paid vacation during the first twelve months of
      this
      Agreement and four weeks’ per year for the remaining term of this
      Agreement.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    3.04    Expenses.
      Company
      will reimburse Employee for Employee’s reasonable out-of-pocket expenses
      incurred in connection with Company’s business, including travel expense, food
      and lodging while away from home, subject to such policies as Company may from
      time-to-time reasonably establish for its employees.

    


    3.05    Cellular
      Telephone.
      Company
      shall pay or reimburse Employee for his use of a cellular telephone, and related
      expenses, to the extent such telephone is used for business
      purposes.

    


    
      	
              3.06

            	
              Benefits.
                Employee shall be entitled to participate in all general pension,
                profit-sharing, life, medical, dental, optical, disability and other
                insurance and employee benefit plans and programs at any time in
                effect
                for senior executive employees including senior executive officers
                of
                Company, provided, however, that nothing herein shall obligate Company
                to
                establish or maintain any employee benefit plan or program, whether
                of the
                type referred to in this clause or
                otherwise.

            


    

    


    4. Termination
      for Cause; Disability; Death; Change in Control

    


    
      	
              4.01

            	
              For
                Cause.
                Company shall have the right to terminate the employment of Employee
                hereunder at any time for Cause (as hereinafter defined), provided,
                however, that Employee shall not be deemed to have been terminated
                for
                Cause without (i) at least three business days' prior written notice
                to
                Employee setting forth the reasons for the Company's intention to
                terminate for "Cause", (ii) an opportunity for the Employee, together
                with
                his counsel, to be heard before the Board, and (iii) delivery to
                the
                Officer of a written notice of termination (which date of delivery
                of such
                notice shall be the Early Termination Date), as defined herein, from
                the
                Board finding that in the good faith opinion of the Board, Employee
                engaged in the conduct set forth therein, and specifying the particulars
                thereof in detail.
                For purposes of this Agreement "Cause" shall mean the occurrence
                of any of
                the following acts or events by or relating to Employee: (a) any
                material
                misrepresentation by Employee in this Agreement; (b) any material
                breach
                of any obligations of Employee under this Agreement; (c) habitual
                insobriety or use of illegal drugs by Employee while performing his
                duties
                hereunder or which adversely affects Employee’s performance of his duties
                hereunder, (d) any gross negligence of intentional misconduct with
                respect
                to the performance of Employee’s duties under this Agreement, and/or (e)
                Employee’s theft or embezzlement, from the Company, willful dishonesty
                towards, fraud upon, or deliberate injury or attempted injury to,
                the
                Company; provided, however, if during the term of this Agreement,
                there
                shall occur a Change of Control (as hereinafter defined), Company
                may not
                terminate the employment of employee for Cause if Employee's conduct
                subsequent to such Change of Control is consistent with his conduct
                prior
                to such Change of Control, or for any act or omission which was known
                to
                Company and which occurred prior to such Change of Control, and the
                term
                "cause" shall be deemed amended so as to delete therefrom the occurrence
                of the acts or events by or relation to Employee set forth above.
                In the
                event of termination for cause, Employee's Fixed Salary shall terminate
                as
                of the effective date of termination of
                employment, and, except as otherwise set forth in this Agreement,
                Employee
                shall not be entitled to any other compensation hereunder for any
                period
                subsequent to the effective date of
                termination.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              4.02

            	
              Without
                Cause.
                In
                the event that Company terminates the Agreement without Cause as
                described
                in Paragraph 4.01 above, Employee shall be entitled to (i) unpaid
                Fixed
                Salary earned by Employee up to the date of termination; (ii) earned
                benefits and reimbursable expenses; (iii) any earned bonus which
                Employee
                has been awarded pursuant to the terms of the Agreement or any other
                plan
                or arrangement as of the Early Termination Date, but which has not
                been
                received by Employee as of such date; (iv) any compensation earned
                but
                deferred; and, to the extent not included in (i) through (iv), (v)
                the
                Severance Payment (as defined
                below).

            


    

     

    (a) 
      Definition of "Severance Payment."  For purposes of the Agreement, the term
      "Severance Payment" shall mean an amount equal to the sum of (i) the Base Salary
      otherwise payable to Employee during the remainder of the Term had such early
      termination of the Agreement not occurred ("Severance Period") and (ii) for
      each
      full or partial year of at least six months remaining in the Severance Period,
      the average of the annual bonuses earned by Employee in the two (2) years
      immediately preceding the date of termination (or if there are less than two
      (2)
      years immediately preceding such date, an amount equal to the immediately
      preceding bonus earned) ("Average Bonus"); provided, however, that in the event
      that, following a Change in Control (as defined above), the Company terminates
      the Agreement without Cause pursuant to Paragraph 4.02 above or Employee
      terminates the Agreement for Good Reason pursuant to Paragraph 4.04 below,
      the
      term "Severance Payment" shall mean the amount described in the first paragraph
      of Section 4.04 hereof.

     

    (b) 
      Payment of Severance Payment.  In the event that Employee is entitled to
      any Severance Payment, that portion of such Severance Payment that represents
      Base Salary shall be payable in monthly installments, and that portion of such
      Severance Payment that represents the Average Bonus shall be payable on the
      dates such amounts would have been paid had Employee continued in Company's
      employment for the Severance Period; provided, however, that in the event of
      a
      Termination Following a Change in Control (as defined in Paragraph 4.04 below),
      the Severance Payment shall be payable in a lump sum within ten (10) days
      following such termination.

     

    (c) 
      Full Settlement of All Obligations.  Employee hereby acknowledges and
      agrees that any Severance Payment paid to Employee hereunder shall be deemed
      to
      be in full and complete settlement of all obligations of Company under this
      Agreement, and Employee's acceptance of such Severance Payment from Company
      shall constitute Employee's release of Company from any and all claims, suits,
      proceedings, liabilities, damages, or expenses arising by reason of this
      Agreement.

    


    
      	
              4.03
                

            	
              Disability.
                If
                Employee, by reason of mental illness or physical incapacity or other
                disability, is unable to perform his regular duties hereunder (as
                may be
                determined by the Board of Directors), Company shall (a) continue
                to pay
                employee’s Fixed Salary at a rate equal to fifty percent of the Fixed
                Salary in effect immediately prior to the date of disability for
                the
                balance of the term of this Agreement and (b) continue to pay Employee’s
                other compensation pursuant to this Agreement, for the balance of
                the term
                of this Agreement, except that options granted to Employee under
                this
                Agreement shall be treated as set forth in Section 3.02 (a) above;
                provided, however, in the event Employee recovers from any such illness,
                mental or physical incapacity or other disability (as may be determined
                an
                independent physician to which Employee shall make himself available
                for
                examination at the reasonable request of the Board of Directors),
                Employee
                shall immediately resume his regular duties hereunder at full pay.
                Any
                payments to Employee under any disability insurance or plan maintained
                by
                Company shall be applied against and shall reduce the amount of the
                salary
                payable by Company under this Agreement. Any determination by the
                Board
                with respect to Employee’s disability must be based on a determination of
                competent medical authority or authorities, a copy of which determination
                must be delivered to the Employee at the time it is delivered to
                the
                Board. In the event the Employee disagrees with the determination
                of the
                Board described in this paragraph, Employee will have the right to
                submit
                to the Board a determination by a competent medical authority or
                authorities of Employee’s own choosing to the effect that the aforesaid
                determination is incorrect and that Employee is capable of performing
                Employee’s duties under this Agreement. Any continuing dispute as to
                Employee’s disability shall be resolved by binding arbitration before one
                arbitrator in accordance with the Rules of Commercial Arbitration
                of the
                American Arbitration Association in Palm Beach County, Florida, or
                as
                closely in proximity thereto as the American Arbitration Association
                can
                accommodate. The decision of the arbitrator shall be final and binding
                on
                the parties. If upon receipt of such determination, the Board wishes
                to
                continue to seek arbitration of this issue, it may do so in accordance
                with the provisions of the American Arbitration
                Association.

            


    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
              4.04
                

            	
              Change
                of Control.
                If
                during the term of this Agreement, there shall occur a Change of
                Control,
                Employee may terminate his employment hereunder for Good Reason (as
                hereinafter defined), whereupon Employee shall be entitled to receive
                a
                payment equal to 2.99 times Employee's average annual compensation
                paid by
                Company (including bonuses, if any) during the three years preceding
                the
                date of termination; provided, however, that such payment shall be
                reduced
                if and only to the extent necessary to avoid the imposition of an
                exercise
                tax on such payment under Section 4999 of the Internal Revenue Code
                of
                1986, as amended.

            


    

    


    For
      purposes of this Agreement, a "Change of Control" shall be deemed to have
      occurred on the effective date of (i) the sale of all or substantially all
      of
      Company’s assets or (ii) any merger, acquisition or similar transaction that
      results in more than 50% of Company’s outstanding equity securities being
      beneficially owned by persons who do not currently beneficially own 50% or
      more
      of Company’s outstanding equity securities on the effective date; provided;
      however, that consummation by Company of any or all of the transactions
      described on Schedule B, and the issuance of securities of Company in connection
      therewith, shall not constitute a Change in Control for purposes of this
      Agreement. For the purposes of this Agreement, ("Good Reason") shall mean any
      of
      the following (without Employee's express prior written consent):

    


    (a)
       The
      assignment to Employee by Company of duties inconsistent with Employee's then
      positions, duties, responsibilities, titles, or offices of any reduction in
      his
      duties or responsibilities, or any removal of Employee from or any failure
      to
      re-elect Employee to any such positions, except in connection with the
      termination of Employee's employment for Cause, or disability (as described
      above) or as a result of Employee's death or by termination of employment by
      Employee other than for Good Reason;

    


    (b)
       A
      relocation of Company's principal executive offices to a location outside of
      South Florida or Company's requiring Employee to be based anywhere other than
      within 50 miles of the location at which Employee on the date hereof performs
      Employee's duties, except for required travel on Company's business to an extent
      substantially consistent with Employee's business travel obligations on the
      date
      hereof;

    


    (c)
       A
      failure
      by Company to continue in effect any benefit or compensation plan (including
      any
      pension, profit-sharing, bonus, life, medical, disability and other insurance
      and employee benefit plans including D&O
      coverage in amounts reasonably determined by the board of directors,
and
      programs) in which Employee participates, or a failure to provide Employee
      with
      substantially similar benefits, or the taking of any actions by Company
      which would materially and adversely affect Employee's participation in or
      reduce Employee's benefits under any such plans;

    


    (d) The
      taking of any action by Company which would deprive Employee of any material
      fringe benefit enjoyed by Employee on the date hereof; or

    


    (e) The
      failure by Company to obtain the specific assumption of this Agreement by any
      successor or assignee of Company or any person acquiring substantially all
      of
      Company's assets.

    


    5.  Confidential
      Information: Non-Competition

    


    
      	
              5.01
                

            	
              Confidential
                Information.
                Employee shall not, at any time during or following termination or
                expiration of the term of this Agreement, directly or indirectly,
                disclose, publish or appropriate, use or cause permit or induce any
                person
                to appropriate or use, any proprietary secret or confidential information
                of Company not in the public domain including, without limitation,
                knowledge or information relating to its trade secrets, business
                methods,
                the names or requirements of its customers all of which Employee
                agrees
                are and will be of great value to Company and shall at all times
                be kept
                confidential. Upon termination or expiration of this Agreement, Employee
                shall promptly deliver or return to Company all materials of a
                proprietary, secret or confidential nature relating to Company together
                with any other property of Company which may have theretofore been
                delivered to or may then be in possession of
                Employee.

            


    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
              5.02

            	
              Non-Competition
                During the term of this Agreement, Employee shall not, within North
                America without the prior written consent of Company in each instance,
                directly or indirectly, in any manner or capacity, whether for himself
                or
                any other person and whether as proprietor, principal owner shareholder,
                partner, investor, director, officer, employee representative,
                distributor, consultant, independent contractor or otherwise engage
                or
                have any interest in any entity which competes in any business or
                activity
                then conducted or engaged in by Company, provided, however, that
                the
                foregoing shall not be deemed to prohibit Employee from engaging
                in
                activity pursuant to Schedule A hereto, provided however, that Schedule
                A
                activity consumes no more than 20% of the employees time and efforts,
                or
                on any other business permitted under this Agreement. Notwithstanding
                the
                foregoing, however Employee may at any time own, in the aggregate,
                as a
                passive but not active investment, less than 10% of the stock or
                other
                equity interests of any publicly traded entity which engages in a
                business
                in direct competition with the Company. After the termination of
                the
                Employee’s employment, Employee will not, directly or indirectly, use such
                Confidential Information to compete with the business of the Company,
                as
                the business of the Company may then be constituted, within any state
                or
                province. Such non-competition shall continue for two years from
                the date
                of termination. Further, Employee shall not induce or attempt to
                induce
                any employee of the Company to discontinue his or her employment
                with the
                Company for the purpose of becoming employed by any competitor of
                the
                Company, nor will Employee initiate discussions, negotiations or
                contacts
                with persons known to be clients or prospective clients of the Company
                at
                the time of the termination.

            


    

    


    
      	
              5.03

            	
              Assignment
                of Intellectual Property.
                All processes, concepts, data bases, software developments, hardware
                developments, clients lists, brokers’ list, trade secrets, inventions,
                patents, copyrights, trademarks, service marks, and other intangible
                rights (collectively “Intellectual Property”) that may be conceived or
                developed by Employee, either alone or with others, during the term
                of
                this Agreement, shall be the property of the Company.
                

            


    

    


    
      	
              5.04

            	
              Reasonableness.
                Employee agrees that each of the provisions of this Section 5 is
                reasonable and necessary for the protection of Company; that each
                such
                provision is and is intended to be divisible; that if any such provision
                (including any sentence, clause or part) shall be contrary to law
                or
                invalid or unenforceable in any respect in any jurisdiction, or as
                to any
                one or more period of time, areas of business activities, or any
                part
                thereof, the remaining provisions shall not be affected but shall
                remain
                in full force and effect as to the other remaining parts; and that
                any
                invalid or unenforceable provision shall be deemed without further
                action
                on the part of the parties hereto, modified, amended and limited
                to the
                extent necessary to render the same valid and enforceable in such
                jurisdiction. Employee further recognizes and agrees that any violation
                of
                any of his agreements in this Section 5 would cause such damage or
                injury
                to company as would be irreparable and the exact amount of which
                would be
                impossible to ascertain and that, for such reason, among others,
                Company
                shall be entitled, as a matter of course, to injunctive relief from
                any
                court of competent jurisdiction restraining any further violation.
                Such
                right to injunctive relief shall be cumulative and in addition to,
                and not
                in limitation of, all other rights and remedies which Company may
                possess.

            


    

    


    
      	
              5.05

            	
              Survival.
                The provisions if this Section 5 shall survive the expiration or
                termination of this Agreement for any
                reason.

            


    

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    6.     Miscellaneous

    


    
      	
              6.01
                

            	
              Notices.
                All notices under this Agreement shall be in writing and shall be
                deemed
                to have been duly given if personally delivered against receipt or
                if
                mailed by first class registered or certified mail; return receipt
                requested, addressed to Company and to Employee at their respective
                addresses set forth in the first page of this Agreement, or to such
                other
                person or address as may be designated by like notice hereunder.
                Any such
                notice shall be deemed to have been given on the day delivered, if
                personally delivered, or on the third day after the date or mailing
                if
                mailed.

            


    

    


    
      	
              6.02
                

            	
              Parties
                in Interest.
                This Agreement shall be binding upon and insure to the benefit of
                and be
                enforceable by the parties hereto and their respective heirs, legal
                representatives, successors and, in the case of Company, assigns,
                but no
                other person shall acquire or have any rights under or by virtue
                of this
                Agreement, and the obligations of Employee under this Agreement may
                not be
                assigned or delegated.

            


    

    


    
      	
              6.03
                

            	
              Governing
                Law; Jurisdiction. This
                Agreement shall be governed by and construed and enforced in accordance
                with the laws and decisions of the State of Florida applicable to
                contracts made and to be performed therein without giving effect
                to the
                principals of conflict of laws. 

            


    

    


    
      	
              6.04

            	
              Severability.
                In the event any provision of this Agreement is determined by a court
                or
                other tribunal of competent jurisdiction to be invalid or unenforceable,
                such provision shall be eliminated form this Agreement and the balance
                of
                this Agreement shall remain in full force and
                effect.

            


    

    


    
      	
              6.05
                

            	
              Entire
                Agreements: Modification; Interpretation.
                This Agreement contains the entire agreement and understanding between
                the
                parties with respect to the subject matter hereof and supersedes
                all prior
                negotiations and oral understandings, if any. Neither this Agreement
                nor
                any of its provisions may be modified, amended waived, discharged
                or
                terminated, in whole or in part, except in writing signed by the
                party to
                be charged. No waiver of any such provisions, or any breach of or
                default
                under this Agreement shall be deemed or shall constitute a waiver
                of any
                other provision breach or default. All pronouns and words used in
                this
                Agreement shall be read in the appropriate number and gender, the
                masculine, feminine and neuter shall be interchangeably and the singular
                shall include the plural and vice versa, as the circumstances may
                require.

            


    

    


    
      	
              6.06

            	
              Indemnification.
                Employee shall indemnify and hold Company free and harmless from
                and
                against and shall reimburse it for any and all claims, liabilities,
                damages, losses, judgments, costs and expenses (including reasonable
                counsel fees and other reasonable out-of-pocket expenses) arising
                out of
                or resulting from any breach or default of any of his representations,
                warranties and agreements in this Agreement. Company shall indemnify
                and
                hold Employee free and harmless from and against and shall reimburse
                him
                for any and all claims, liabilities, damages, losses, judgments,
                costs and
                expenses (including reasonable counsel fees and other reasonable
                out-of-pocket expenses) arising out of or resulting from any breach
                or
                default of any of its representations, warranties and agreements
                in this
                Agreement.

            


    

    


    
      	
              6.07

            	
              Survival
                of Obligations.
                The parties shall be obligated to perform the terms of this Agreement
                after the Employee has terminated with the
                Company.

            


    

    


    
      	
              6.08

            	
              Enforcement.
                If
                any portion of this Agreement is determined to be invalid or
                unenforceable, that portion of this Agreement will be adjusted, rather
                than voided, to achieve the intent of the parties. In the event that
                either party requires the use of an attorney to enforce the terms
                of this
                Agreement then the prevailing party shall be entitled to recover
                a
                reasonable attorney’s fee and
                costs.

            


    

     

    

      
        	
                6.09

              	
                Waiver.
                  The waiver of any breach of any provisions of this Agreement will
                  not
                  operate or be construed as a waiver of any subsequent breach of
                  the same
                  or other provision of this
                  Agreement.

              


      

    

    
      
         

      

      
        8

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have duly executed this Agreement of March 16, 2007, to be effective
      as
      of the date first above written.

    


    

      
        	 	 	 	 	 
	 	
              	
                John
                  Loughlin

              	 	 
	 	 	/s/: John Loughlin	 	 
	 	 	 	 	 
	 	
              	
                247MGI,
                  INC.

              	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                 

              	
                By:
                  /s/:Matthew P. Dwyer

              	 	 
	 	 	
                Matthew
                  P. Dwyer, President

              	 	 


      

    

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

     

    SCHEDULE
      A

    


    The
      foregoing shall not be deemed to violate this Agreement, specifically Section
      5.02 Non-Competition

    


    Media-Rite:
      provider of production and consulting services; to include audio and video
      production whether for television, radio, internet, closed circuit distribution,
      DVD, or any other media for the transmission and display of audio and video
      known or unknown. Production shall include the creation, capture and recording
      of audio and video and the post-production and distribution thereof.
      Consulting services shall include working with entities and individuals to
      advise them of the best method of producing and recording of video and the
      distribution thereof. 

     

    Political
      Office: The pursuit and holding of any elective office, either state, local
      or
      national and those activities associated with the procurement and furtherance
      of
      elected office to include campaigning, constituent services and required
      governmental body meetings to include committee and sub committee meetings
      whether scheduled or not.

     

     

     

     

     

     

    
 


    
      
         

      

      
        10

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

    


    


    
      	1.  	
              FSBO
                Media Holdings, Inc.

            


    

    
      	2.  	
              Wyndam
                Productions, Inc.

            


    

    
      	3.  	
              Whitety
                Ford

            


    

    
      	4.  	
              Las
                Vegas Television Network

            


    

    
      	5.  	
              Dawson
                James Securities, Inc two deals

            


    

    
      	a.  	
              Infomercial
                products

            


    

    
      	b.  	
              Television
                show

            


    

    
      	6.  	
              Business
                Vision Network

            


    

    
      	7.  	
              Mike
                Rosenfeld (soundtrack company)

            


    

    
      	8.  	
              Drexal
                Investments, Inc.

            


    

    
      	9.  	
              Digi
                Card

            


    

    
      	10.  	
              All
                recorded debt as of the day of this agreement which maybe converted
                into
                equity

            


    

    
 

     

     

     

     

     

     

    
      
        
        

      

      
        
          11