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                Media, Inc.

              4086
                Del Rey Ave

              Marina
                Del Rey, CA 90292

            


    

    


    


    June
      11,
      2006

    


    


    David
      Warthen

    7440
      Woodrow Wilson

    Los
      Angeles, California 90046

    


    


    Dear
      David:

     

    InfoSearch
      Media, Inc. (the “Company”) is pleased to offer you employment on the following
      terms:

     

    1. Position.
      Your
      title will be Vice President and Chief Technology Officer and you will report
      to
      the Company's Chief Executive Officer. This is a full-time position based in
      the
      Company’s Marina Del Rey Office. By signing this letter agreement, you confirm
      to the Company that you have no other contractual commitments or other legal
      obligations that would prohibit you from performing your duties for the
      Company.

     

    2. Compensation;
      Equity Compensation.
      Your
      annual salary shall be One Hundred Eighty Thousand Dollars ($180,000.00) in
      aggregate per year or pro rata thereof in the event you are employed for less
      than a year. At the discretion of the Officers of the Company, your salary
      will
      be paid in the form of cash or equity. If in equity (in lieu of cash
      compensation for your employment) you will be compensated with an equivalent
      amount of restricted shares of the Company’s Common Stock (as currently
      constituted), pursuant to a grant subject to approval by the Company’s Board of
      Directors, which shall vest quarterly or pro rata for any shorter period, for
      so
      long as you continue to be employed with Company. The number of shares granted
      will be equal to $180,000 divided by the fair market value per share on the
      date
      of the grant. The Equity Compensation referred to in this Section 2, is subject
      to the approval of Company’s Board of Directors and the terms of the Company’s
      standard Stock Purchase Agreement.

     

    3. Employee
      Benefits.
      As a
      regular employee of the Company, you will be eligible to participate in a number
      of Company-sponsored benefits, according to the terms of each plan. In addition
      you will be entitled to Paid Time Off “PTO” commensurate with other executives
      at your level and in accordance with the Company’s PTO policy, as in effect from
      time to time. It is agreed you will have a leave without pay during the first
      three (3) weeks of August.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Stock
      Options.
      Subject
      to the approval of the Company’s Board of Directors, you will be granted an
      option to purchase 400,000 shares of the Company’s Common Stock. The exercise
      price per share will be equal to the fair market value per share on the Date
      of
      Grant. The options will be subject to the terms and conditions applicable to
      options granted under the MAC Worldwide, Inc. (predecessor to the Company)
      2004
      Stock Option Plan (the “Plan”), as described in the Plan and the applicable
      Stock Option Agreement. Your options will vest in equal monthly installments
      over thirty-six (36) months of service, as described in the applicable Stock
      Option Agreement. 

     

    5. Proprietary
      Information and Inventions Agreement, Non-competition.
      Like
      all Company employees, you will be required, as a condition of your employment
      with the Company, to sign the Company’s standard Proprietary Information and
      Inventions Agreement, a copy of which is attached hereto as Exhibit A.

     

    As
      additional protection for the Company’s intellectual property, you agree that
      during the period which you are employed by the Company you will be precluded
      from rendering services or engaging in business with any person or business
      entity whose products or services might reasonably be considered competitive
      to
      the Company. 

     

    6. Employment
      Relationship.
      Employment with the Company is for no specific period of time. Your employment
      with the Company will be “at will,” meaning, that either you or the Company may
      terminate your employment at any time and for any reason, with or without cause.
      Any contrary representations that may have been made to you are superseded
      by
      this letter agreement. This is the full and complete agreement between you
      and
      the Company on this term. Although your job duties, title, compensation and
      benefits, as well as the Company’s personnel policies and procedures, may change
      from time to time, the “at will” nature of your employment may only be changed
      in an express written agreement signed by you and a duly authorized officer
      of
      the Company (other than you).

     

    7. Withholding
      Taxes.
      All
      forms of compensation referred to in this letter agreement are subject to
      reduction to reflect applicable withholding and payroll taxes and other
      deductions required by law. In the event that the Company is obligated to pay
      withholding taxes on your behalf that would normally be the responsibility
      of
      the employee, you agree to repay the Company such taxes within thirty (30)
      days
      of their being paid by the Company or, alternatively, such tax obligation will
      be deducted from the next quarterly payment or vesting of shares.

     

    8. Interpretation,
      Amendment and Enforcement.
      This
      letter agreement and Exhibit A constitute the complete agreement between
      you and the Company, contain all of the terms of your employment with the
      Company and supersede any prior agreements,
      representations or understandings
      (whether
      written, oral or implied) between you and the Company. This letter agreement
      may
      not be amended or modified, except by an express written agreement signed by
      both you and a duly authorized officer of the Company. The terms of this letter
      agreement and the resolution of any disputes as to the meaning, effect,
      performance or validity of this letter agreement or arising out of, related
      to,
      or in any way connected with, this letter agreement, your employment with the
      Company or any other relationship between you and the Company (the “Disputes”)
      will be governed by California law, excluding laws relating to conflicts or
      choice of law. You and the Company submit to the exclusive personal jurisdiction
      of the federal and state courts located in Los Angeles, California in connection
      with any Dispute or any claim related to any Dispute.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Arbitration.
      Any
      controversy or claim arising out of this letter agreement and any and all claims
      relating to your employment with the Company will be settled by final and
      binding arbitration. The arbitration will take place in Los Angeles, California
      or, at your option, the County in which you primarily worked when the arbitrable
      dispute or claim first arose. The arbitration will be administered by the
      American Arbitration Association under its National Rules for the Resolution
      of
      Employment Disputes. Any award or finding will be confidential. You and the
      Company agree to provide one another with reasonable access to documents and
      witnesses in connection with the resolution of the dispute. You and the Company
      will share the costs of arbitration equally, except that the Company will bear
      the cost of the arbitrator’s fee and any other type of expense or cost that you
      would not be required to bear if you were to bring the dispute or claim in
      court. Each party will be responsible for its own attorneys’ fees, and the
      arbitrator may not award attorneys’ fees unless a statute or contract at issue
      specifically authorizes such an award. This Section 10 does not apply to
      claims for workers’ compensation benefits or unemployment insurance benefits.
      Injunctive relief and other provisional remedies will be available in accordance
      with Section 1281.8 of the California Code of Civil Procedure.


     

    *
      * * *
      *

    We
      hope
      that you will accept our offer to join the Company. You may indicate your
      agreement with these terms and accept this offer by signing and dating both
      the
      enclosed duplicate original of this letter agreement and the enclosed
      Proprietary Information and Inventions Agreement and returning them to me.
      This
      offer, if not accepted, will expire at the close of business on July 1, 2006.
      As
      required by law, your employment with the Company is contingent upon your
      providing legal proof of your identity and authorization to work in the United
      States.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	
              INFOSEARCH
                MEDIA, INC.

            
	 	 
	 	 
	 	
              By:
                George Lichter

            
	 	
              Title:
                Chief Executive Officer

            


    

    


     

    I
      have
      read and accept this employment offer:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ______________________________________

                        
      Signature of David Warthen

     

    Dated:
      ______________________________________

     

    Attachment

     

    Exhibit
      A: Proprietary Information and Inventions Agreement