SearchHelp,
      Inc.

     

    AMENDMENT
      TO

    EMPLOYMENT
      AGREEMENT

    


    DATE: January
      29, 2007

    


    EMPLOYEE:
      William
      Bozsnyak


    


    WHEREAS,
      on
May
      1, 2005
      (the
“Effective Date”), SearchHelp, Inc. (the “Company”) and William
      Bozsnyak
      (the
“Executive”) entered into an employment agreement (the “Employment Agreement”)
      that sets
      forth the terms and conditions of Executive's
      employment with the Company;

    


    WHEREAS,
      the
      Company and the Executive have determined that it is in their mutual best
      interests to modify the Employment Agreement;

    


    NOW,
      THEREFORE,
      pursuant to Section 6.6 of the Employment Agreement, the Company and the
      Executive agree as follows:

    


    
      	 	
              1.

            	
              The
                first sentence of Section 2.3.1 is amended to read: “The
                Term of
                this
                Agreement shall commence as of
                the Effective Date and shall continue through December 31, 2009 (the
                "Initial
                Term")
                unless sooner terminated in accordance
                with the provisions of
                this
                Agreement.”

            


    

    


    
      	 	
              2.

            	
              Section
                3.1 of the Employment Agreement is amended to read in its entirety
                as
                follows:

            


    

    


    3.1.1 Base
      Salary. Executive
      shall receive a base salary equal to One Hundred and Twenty Thousand
      Dollars ($120,000.00) per annum, commencing on the Effective Date,
      payable
      in equal installments on SearchHelp's regular pay dates, subject to the usual
      and required payroll deductions and withholdings
      ("Base
      Salary").
      Commencing April 1, 2006, the
      Base
      Salary shall equal One Hundred and Thirty Two Thousand
      Dollars ($132,000.00) per annum. Commencing
      January 1, 2007, and continuing for a period of three (3) years, the
Base
      Salary shall equal One Hundred and Fifty Thousand
      Dollars ($150,000.00) per annum; provided, however, that if the Company’s
      quarterly revenues exceed $1,000,000 for two consecutive quarters, the Board
      may
      increase the Base Salary to Two Hundred Fifty Thousand Dollars ($250,000.00)
      per
      annum. 

    


    3.1.2. Equity
      Compensation.
      Until
      such time as Executive’s Base Salary is increased to Two Hundred Fifty Thousand
      Dollars ($250,000) per annum in accordance with Section 3.1.1, on the last
      day
      of each calendar quarter, Executive shall be granted a number of fully vested
      options to purchase common stock at an exercise price equal to the closing
      share
      price on the last day of each calendar quarter determined by dividing $25,000
      by
      the applicable exercise price on the date of grant. The number of options shall
      be prorated for any calendar quarter in which the Executive’s Base Salary is
      increased to Two Hundred Fifty Thousand Dollars ($250,000) per annum.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    In
      addition to the foregoing, if, during the Initial Term of this Agreement, the
      Company consummates
      the acquisition of the stock or assets of another company, the Board of
      Directors of the Company shall grant to Executive, in consideration for
      Executive’s efforts in connection with the negotiation and completion of such
      transaction, such number of options
      to purchase shares of the Company’s common stock, at an exercise price equal to
      the per share price on the date of the acquisition (the “Acquisition Option”),
      as the Board shall determine to be sufficient to compensate Executive for his
      efforts in connection with such transaction.

    


    
      	 	
              3.

            	
              The
                second paragraph of Section 3.1 of the Employment Agreement, which
                provides that Executive shall be entitled to receive $50,000 of accrued
                and unpaid compensation upon the Company’s receipt of a minimum of
                $1,000,000 of gross proceeds from any one or more equity or equity/debt
                type financings, is hereby terminated and the Executive hereby waives
                any
                right to such compensation.

            


    

    


    
      	 	
              4.

            	
              Section
                3.3 of the Employment Agreement is amended to add new Section 3.3.8,
                which
                shall read as follows:

            


    

    


    3.3.8 
      Retention Rights.
      In the
      event of a change in control of the Company, the Executive shall be entitled
      to compensation,
      for a
      period of five years from the date of the change in control, under the same
      terms and conditions set forth in the Employment Agreement. Such compensation
      shall be paid in accordance with the Company’s regular payroll schedule and
      shall otherwise comply with the applicable requirements of Section 409A of
      the
      Internal Revenue Code of 1986. The Executive and the surviving or acquiring
      entity may mutually agree on a different arrangement. 

    


    For
      purposes of this section, a “Change of Control” is defined as the occurrence of
      any of the following: 

     

    (i)
      Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as
      defined in Rule 13d-3 under said Act), directly or indirectly, of securities
      of
      the Company representing 50% or more of the total voting power represented
      by
      the Company’s then outstanding voting securities; 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (ii) Any
      merger or consolidation of the Company with any other entity that has been
      approved by the stockholders of the Company, other than a merger or
      consolidation that 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) more than fifty percent (50%) of the total voting power
      represented by the voting securities of the Company or such surviving entity
      outstanding immediately after such merger or consolidation; 

     

    (iii) Any
      sale
      or disposition by the Company, in one transaction or a series of related
      transactions, of all or substantially all the Company’s assets; or 

     

    (iv) A
      change
      in the composition of the Board occurring within a two-year period, as a result
      of which fewer than a majority of the directors are Incumbent Directors. An
      “Incumbent Director” is a director who either (A) is a director of the Company
      as of the Effective Date, or (B) is elected, or nominated for election, to
      the
      Board with the affirmative votes of at least a majority of the Incumbent
      Directors at the time of such election or nomination.


     

    IN
      WITNESS WHEREOF,
      the
      Company and the Executive have executed this amendment on the date first written
      above.

    
      	 	 	 
	 	
              SEARCHHELP,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

            
	 	 
	 	Printed Name:
	 	
              
                
 

            
	 	
              Title:

              
                

              

            


    

    
      	 	 	 
	 	
              EXECUTIVE

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              William
                Bozsnyak