Employment Agreement - 1-800-ATTORNEY Inc. and James M. Koller



EXHIBIT 10.3 - FORM OF EMPLOYMENT AGREEMENT OF JAMES M. KOLLER
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                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") entered into as of this 1st day of
October, 2001, between 1-800-ATTORNEY, Inc., a Florida corporation ("the
Company") and James M. Koller (the "Executive").

         WHEREAS, in its business, the Company has acquired and developed
certain trade secrets, including but not limited to proprietary processes, sales
methods and techniques, and other like confidential business and technical
information including but not limited to technical information, design systems,
pricing methods, pricing rates or discounts, process, procedure, formula, design
of computer software, or improvement, or any portion or phase thereof, whether
patented or unpatentable, that is of any value whatsoever to the Company, as
well as certain unpatented information relating to the Company's services,
information concerning proposed new services, market feasibility studies,
proposed or existing marketing techniques or plans (whether developed or
produced by the Company or by any other entity for the Company), other
Confidential Information, as defined by Section 8, and information about the
Company's executives, officers, and directors, which necessarily will be
communicated to the Executive by reason of his employment by the Company; and

         WHEREAS, the Company has strong and legitimate business interests in
preserving and protecting its investment in the Executive, its trade secrets and
Confidential Information, and its substantial relationships with vendors, and
Customers, as defined, actual and prospective; and

         WHEREAS, the Company desires to preserve and protect its legitimate
business interests further by restricting competitive activities of the
Executive during the term of this Agreement and following (for a reasonable
time) termination of this Agreement; and

         WHEREAS, the Company desires to employ the Executive and to ensure the
continued availability to the Company of the Executive's services, and the
Executive is willing to accept such employment and render such services, all
upon and subject to the terms and conditions contained in this Agreement;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth in this Agreement, and intending to be legally bound, the
Company and the Executive agree as follows:

         1.  Representations and Warranties. The Executive hereby represents and
warrants to the Company that he (i) is not subject to any written
nonsolicitation or noncompetition agreement affecting his employment with the
Company (other than any prior agreement with the Company), (ii) is not subject
to any written confidentiality or nonuse/nondisclosure agreement affecting his
employment with the Company (other than any prior agreement with the Company),
and (iii) has brought to the Company no trade secrets, confidential business
information, documents, or other personal property of a prior employer.

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         2.  Term of Employment.

             (a) Term. The Company hereby employs the Executive, and the
Executive hereby accepts employment with the Company for a period commencing on
October 1, 2001 and ending September 30, 2004.

             (b) Continuing Effect. Notwithstanding any termination of this
Agreement except for termination under Section 6(b), at the end of the Term or
otherwise, the provisions of Sections 7 and 8 shall remain in full force and
effect and the provisions of Section 8 shall be binding upon the legal
representatives, successors and assigns of the Executive.

         3.  Duties.
  
             (a) General Duties. The Executive shall serve as the treasurer and
chief financial officer of the Company, with duties and responsibilities that
are customary for such executives. The Executive shall also perform services for
such subsidiaries as may be necessary. The Executive shall use his best efforts
to perform his duties and discharge his responsibilities pursuant to this
Agreement competently, carefully and faithfully. In determining whether or not
the Executive has used his best efforts hereunder, the Executive's and the
Company's delegation of authority and all surrounding circumstances shall be
taken into account and the best efforts of the Executive shall not be judged
solely on the Company's earnings or other results of the Executive's
performance.

             (b) Devotion of Time. Subject to the last sentence of this Section
3(b), the Executive shall devote all of his time, attention and energies during
normal business hours (exclusive of periods of sickness and disability and of
such normal holiday and vacation periods as have been established by the
Company) to the affairs of the Company. The Executive shall not enter the employ
of or serve as a consultant to, or in any way perform any services with or
without compensation to, any other persons, business or organization without the
prior consent of the board of directors of the Company. Notwithstanding the
above the Executive shall be permitted to devote a limited amount of his time,
without compensation, to professional, charitable or similar organizations.

             (c) Location of Office. The Executive's principal business office
shall be at the Company's Lake Helen, Florida office. However, the Executive's
job responsibilities shall include all business travel necessary to the
performance of his job.

             (d) Adherence to Inside Information Policies. The Executive
acknowledges that the Company is publicly-held and, as a result, has implemented
inside information policies designed to preclude its executives and those of its
subsidiaries from violating the federal securities laws by trading on material,
non-public information or passing such information on to others in breach of any
duty owed to the Company its parent or any third party. The Executive shall
promptly execute any agreements generally distributed by the Company to its
employees requiring such employees to abide by its inside information policies.


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         4.  Compensation and Expenses.
             -------------------------

             (a) Salary. For the services of the Executive to be rendered under
this Agreement, the Company shall pay the Executive a salary as follows: (i) the
Executive shall receive an annual salary of $118,000 beginning on October 1,
2001; and (ii) the Executive shall receive a pay increase of 8% on each October
1st for the term of this Agreement.

             (b) Management Bonus. The Executive shall receive an annual bonus
equal to 2.5% of the Company's increase in incremental (measured from the
previous year) year-end pre-tax net income. Bonus calculation for fiscal year
2001 shall use as a basis zero dollars profit for fiscal year 2000, whereas the
Executive shall not be paid a bonus on the difference between zero dollars
profit and the Company's 2000 year-end loss.

             (c) Expenses. In addition to any compensation received pursuant to
Section 4(a) and (b), the Company will reimburse or advance funds to the
Executive for all reasonable travel, entertainment and miscellaneous expenses
incurred in connection with the performance of his duties under this Agreement,
provided that the Executive properly provides a written accounting of such
expenses to the Company in accordance with the Company's practices. Such
reimbursement or advances will be made in accordance with policies and
procedures of the Company in effect from time to time relating to reimbursement
of or advances to Executive officers.

         5.  Benefits.
             --------

             (a) Vacation and Sick Leave. For each 12-month period during the
Term, the Executive will be entitled to three weeks of vacation without loss of
compensation or other benefits to which he is entitled under this Agreement, to
be taken at such times as the Executive may select and the affairs of the
Company may permit. Any unused vacation, up to a maximum of 1 1/2 weeks per
annum, will be paid for by the Company in addition to regular salary at the
annual rate in effect during the 12-month period.

             (b) Options. All previously granted Company stock options and
vesting schedules of the Executive shall remain in effect. The Company may, from
time to time, elect to grant the Executive additional stock options.

             (c) Employee Benefit Programs. The Executive is entitled to
participate in any pension, 401(k), insurance or other employee benefit plan
that is maintained by the Company for its executive officers, including programs
of life and medical insurance and reimbursement of membership fees in civic,
social and professional organizations.

             (d) Insurance. The Company shall provide to Executive and pay
premiums on the Company's group medical insurance policy offered through the
Company, covering Executive and Executive's dependents as has been customary
with the Executive's ongoing employment with the Company.

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             (e) Severance Package. If the Executive's employment with the
Company is terminated pursuant to Sections 6(c) or (d), the Executive shall be
entitled to nine-month severance package consisting of Executive's compensation
and all benefits as provided for in Sections 4 and 5 and all the Executive's
remaining unvested options shall vest immediately. Payments shall be made
monthly or in a lump sum payment at the Board's sole discretion. In the event
severance is paid in a lump sum, the cash amount excluding insurance benefits
shall be paid at the present value for the time remaining in the nine-month
severance agreement based on the current prime interest rate as charged by the
Federal Reserve Bank in New York. Payment of severance is contingent upon the
Executive executing a one-year non-competition and consulting agreement with the
Company, which agreement is subject to Board approval.

         6.  Termination.

             (a) Death or Disability. Except as otherwise provided in this
Agreement, it shall automatically terminate without act by any party upon the
death, or disability of the Executive. For purposes of this Section 6(a),
"disability" shall mean that for a period of 6 consecutive months, the Executive
is incapable of substantially fulfilling the duties set forth in Section 3
because of physical, mental or emotional incapacity resulting from injury,
sickness or disease. In the event of death of the Executive, the Executive's
estate shall receive any unpaid, earned compensation due the Executive and this
Agreement shall terminate. In the event of Executive's disability, the Executive
will be paid compensation, benefits and bonus which may accrue during the period
of disability up to a total of 9 months, or for the remainder of this Agreement,
whichever time is greater.

             (b) Termination for Cause. The Company may terminate the
Executive's employment pursuant to the terms of this Agreement at any time for
cause by giving written notice of termination. Such termination will become
effective upon the giving of such notice. Upon any such termination for cause,
the Executive shall have no right to compensation, bonus or reimbursement under
Section 4, or to participate in any employee benefit programs under Section 5,
including the severance package provided for in Section 5(e), except as provided
by law, for any period subsequent to the effective date of termination. For
purposes of this Section 6(b), "cause" shall mean: (i) the Executive is
convicted of a felony which is directly related to the Executive's employment or
the business of the Company or could otherwise reasonably be expected to have a
material adverse effect on the Company's business, prospects or future stock
price which price should be measured over a period of at least six months.
Felonies involving the driving of motor vehicles shall not be grounds for
termination; (ii) the Executive, in carrying out his duties hereunder, has been
found in a civil action to have committed gross negligence or intentional
misconduct resulting in either case in direct material harm to the Company;
(iii) the Executive is found in a civil action to have breached his fiduciary
duty to the Company resulting in direct profit to him; or (iv) the Executive is
found in a civil action to have materially breached any provision of Section 7
or Section 8. The Executive's failure to comply with the requirements of Section
7 of this Agreement shall constitute a material breach of this Agreement. The
term "found in a civil action" shall not apply until all appeals permissible
under the applicable rules of procedure or statute have been determined and no
further appeals are permissible.


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             (c) Termination Without Cause. The Company's Board, in its sole
discretion, may terminate the Executive's employment without cause at any time
upon 15 days written notice. Upon effectiveness of such termination, the
Executive shall be entitled to the severance package provided for in Section
5(e). On or before the termination of his employment or prior to receiving any
final compensation or expenses due him, the Executive shall (i) return to the
Company's principal executive offices, (ii) participate in an exit interview,
and (iii) execute a Certificate of Conclusion of Employment, certifying that he
has complied with his obligations and acknowledging his continuing obligations
under this Agreement.

             (d) Special Termination. In the event that (i) the Executive, with
or without change in title or formal corporate action, shall no longer exercise
all of the duties and responsibilities and shall no longer possess substantially
all the authority set forth in Section 3; (ii) the Company materially breaches
this Agreement or the performance of its duties and obligations hereunder; or
(iii) any entity or person not now an executive officer or director of the
Company or beneficial owner of the Company's common stock becomes, either
individually or as part of a group, the beneficial owner of 25% or more of the
Company's common stock, the Executive, by written notice to the Company, may
elect to deem the Executive's employment hereunder to have been terminated by
the Company without cause, in which event the Executive shall be entitled to the
Severance Package in Section 5(e), except that the Severance Package shall be
for the remainder of the Term of this Agreement or nine months, whichever is
greater.

         7.  Non-Competition Agreement.

             (a) Competition with the Company. Until termination of his
employment and for a period of 12 months commencing on the date of termination,
the Executive, directly or indirectly, in association with or as a stockholder,
director, officer, consultant, employee, partner, joint venturer, member or
otherwise of or through any person, firm, corporation, partnership, association
or other entity, shall not compete with the Company or any of its affiliates in
any line of business which is competitive with the business of the Company
within any metropolitan area in the United States; provided, however, the
foregoing shall not prevent Executive from accepting employment with an
enterprise engaged in two or more lines of business, one of which is the same or
similar to the Company's business (the "Prohibited Business") if Executive's
employment is totally unrelated to the Prohibited Business; provided, further,
the foregoing shall not prohibit Executive from owning up to 5% of the
securities of any publicly-traded enterprise provided Executive is not an
executive, director, officer, consultant to such enterprise or otherwise
reimbursed for services rendered to such enterprise.

             (b) Solicitation of Customers. During the periods in which the
provisions of Section 7(a) shall be in effect, the Executive, directly or
indirectly, will not seek Prohibited Business from any Customer (as defined
below) on behalf of any enterprise or business other than the Company that is in
direct competition with the Company's bar or medical association print directory
programs or attorney referral service business (1-800-ATTORNEY), refer
Prohibited Business from any Customer to any enterprise or business other than
the Company to any enterprise or business that is in direct competition with the
Company's bar or medical association print directory programs or attorney
referral service business or receive commissions based on sales or otherwise
relating to the Prohibited Business from any Customer that is in direct
competition with the Company's bar or medical association print directory
programs or attorney referral service business, or any enterprise or business
other than the Company. For
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purposes of this Agreement, the term "Customer" means any person, firm,
corporation, partnership, association or other entity to which the Company or
any of its affiliates sold or provided goods or services during the six-month
period prior to the time at which any determination is required to be made as to
whether any such person, firm, corporation, partnership, association or other
entity is a Customer, or who or which was approached by or who or which has
approached an employee of the Company for the purpose of soliciting business
from the Company or the third party, as the case may be.

             (c) No Payment. The Executive acknowledges and agrees that no
separate or additional payment to him will be required in consideration of his
undertakings in this Section 7.

         8.  Non-Disclosure of Confidential Information.

             (a) Confidential Information. Confidential Information includes,
but is not limited to, trade secrets as defined by the common law and statute in
Florida or any future Florida statute, processes, policies, procedures,
techniques, designs, drawings, know-how, show-how, technical information,
specifications, computer software and source code, information and data relating
to the development, research, testing, costs, marketing and uses of the Services
(as defined herein), the Company's budgets and strategic plans, and the identity
and special needs of Customers, databases, data, all technology relating to the
Company's businesses, systems, methods of operation, client or Customer lists,
Customer information, solicitation leads, marketing and advertising materials,
methods and manuals and forms, all of which pertain to the activities or
operations of the Company, names, home addresses and all telephone numbers and
e-mail addresses of the Company's executives, former executives, clients and
former clients. In addition, Confidential Information also includes Customers
and the identity of and telephone numbers, e-mail addresses and other addresses
of executives or agents of Customers (each a "Contact Person") who are the
persons with whom the Company's executives and agents communicate in the
ordinary course of business. Confidential Information also includes, without
limitation, Confidential Information received from the Company's subsidiaries
and affiliates. For purposes of this Agreement, the following will not
constitute Confidential Information (i) information which is or subsequently
becomes generally available to the public through no act of the Executive, (ii)
information set forth in the written records of the Executive prior to
disclosure to the Executive by or on behalf of the Company which information is
given to the Company in writing as of or prior to the date of this Agreement,
and (iii) information which is lawfully obtained by the Executive in writing
from a third party (excluding any affiliates of the Executive) who did not
acquire such confidential information or trade secret, directly or indirectly,
from Executive or the Company. As used herein, the term "Services" shall include
the Company's bar association and medical association directory business and its
attorney referral service or other business engaged in or planned by the Company
during the term of this Agreement.

             (b) Legitimate Business Interests. The Executive recognizes that
the Company has legitimate business interests to protect and as a consequence,
the Executive agrees to the restrictions contained in this Agreement because
they further the Company's legitimate business interests. These legitimate
business interests include, but are not limited to: (i) trade secrets as defined
by the Florida Uniform Trade Secrets Act; (ii) valuable confidential business or
professional information that otherwise does not qualify as trade secrets
including all Confidential Information; (iii) substantial relationships with
specific prospective or existing Customers or clients; (iv) Customer or client
goodwill associated with the 

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Company's business; and (v) specialized training relating to the Company's
technology, methods and procedures.

             (c) Confidentiality. For a period of three years following
termination of employment, the Confidential Information shall be held by the
Executive in the strictest confidence and shall not, without the prior written
consent of the Company, be disclosed to any person other than in connection with
the Executive's employment by the Company. The Executive further acknowledges
that such Confidential Information as is acquired and used by the Company or its
affiliates is a special, valuable and unique asset. The Executive shall exercise
all due and diligence precautions to protect the integrity of the Company's
Confidential Information and to keep it confidential whether it is in written
form, on electronic media or oral. The Executive shall not copy any Confidential
Information except to the extent necessary to his employment nor remove any
Confidential Information or copies thereof from the Company's premises except to
the extent necessary to his employment and then only with the authorization of
an officer of the Company. All records, files, materials and other Confidential
Information obtained by the Executive in the course of his employment with the
Company are confidential and proprietary and shall remain the exclusive property
of the Company or its Customers, as the case may be. The Executive shall not,
except in connection with and as required by his performance of his duties under
this Agreement, for any reason use for his own benefit or the benefit of any
person or entity with which he may be associated or disclose any such
Confidential Information to any person, firm, corporation, association or other
entity for any reason or purpose whatsoever without the prior written consent of
an executive officer of the Company (excluding the Executive, if applicable).

         9.  Equitable Relief.

             (a) The Company and the Executive recognize that the services to be
rendered under this Agreement by the Executive are special, unique and of
extraordinary character, and that in the event of the breach by the Executive of
the terms and conditions of this Agreement or if the Executive, without the
prior consent of the board of directors of the Company, shall leave his
employment for any reason and take any action in violation of Section 7 or
Section 8, the Company shall be entitled to institute and prosecute proceedings
in any court of competent jurisdiction referred to in Section 9(b) below, to
enjoin the Executive from breaching the provisions of Section 7 or Section 8. In
such action, the Company shall not be required to plead or prove irreparable
harm or lack of an adequate remedy at law or post a bond or any security.

             (b) Any action must be commenced in Volusia County, Florida. The
Executive and the Company irrevocably and unconditionally submit to the
exclusive jurisdiction of such courts and agree to take any and all future
action necessary to submit to the jurisdiction of such courts. The Executive and
the Company irrevocably waive any objection that they now have or hereafter
irrevocably waive any objection that they now have or hereafter may have to the
laying of venue of any suit, action or proceeding brought in any such court and
further irrevocably waive any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Final
judgment against the Executive or the Company in any such suit shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment, a
certified or true copy of which shall be conclusive evidence of the fact and the
amount of any liability of the Executive or the Company therein described, or by
appropriate proceedings under any applicable treaty or otherwise. 

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         10. Conflicts of Interest. While employed by the Company, the Executive
shall not, directly or indirectly:

             (a) participate as an individual in any way in the benefits of
transactions with any of the Company's suppliers or Customers, including,
without limitation, having a financial interest in the Company's suppliers or
Customers, or making loans to, or receiving loans, from, the Company's suppliers
or Customers;

             (b) realize a personal gain or advantage from a transaction in
which the Company has an interest or use information obtained in connection with
the Executive's employment with the Company for the Executive's personal
advantage or gain; or

             (c) accept any offer to serve as an officer, director, partner,
consultant, manager with, or to be employed in a technical capacity by, a person
or entity which does business with the Company.

         11. Inventions, Ideas, Processes, and Designs. All inventions, ideas,
processes, programs, software, and designs (including all improvements) (i)
conceived or made by the Executive during the course of his employment with the
Company (whether or not actually conceived during regular business hours) and
for a period of six months subsequent to the termination or expiration of such
employment with the Company and (ii) related to the business of the Company,
shall be disclosed in writing promptly to the Company and shall be the sole and
exclusive property of the Company. An invention, idea, process, program,
software, or design including an improvement) shall be deemed related to the
business of the Company if (a) it was made with the Company's equipment,
supplies, facilities, or Confidential Information, (b) results from work
performed by the Executive for the Company, or (c) pertains to the current
business or demonstrably anticipated research or development work of the
Company. The Executive shall cooperate with the Company and its attorneys in the
preparation of patent and copyright applications for such developments and, upon
request, shall promptly assign all such inventions, ideas, processes, and
designs to the Company. The decision to file for patent or copyright protection
or to maintain such development as a trade secret shall be in the sole
discretion of the Company, and the Executive shall be bound by such decision.
The Executive shall provide as a schedule to this Employment Agreement, a
complete list of all inventions, ideas, processes, and designs, if any, patented
or unpatented, copyrighted or non-copyrighted, including a brief description,
which he made or conceived prior to his employment with the Company and which
therefore are excluded from the scope of this Agreement.

         12. Indebtedness. If, during the course of the Executive's employment
under this Agreement, the Executive becomes indebted to the Company for any
reason, the Company may, if it so elects, set off any sum due to the Company
from the Executive and collect any remaining balance from the Executive unless
the Executive has entered into a written agreement with the Company.

         13. Assignability. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company, provided that such successor or assign shall acquire all
or substantially all of the securities or assets and business of the Company.
The Executive's obligations hereunder may not be assigned or alienated and any
attempt to do so by the Executive will be void.

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         14. Severability.

             (a) The Executive expressly agrees that the character, duration and
geographical scope of the non-competition provisions set forth in this Agreement
are reasonable in light of the circumstances as they exist on the date hereof.
Should a decision, however, be made at a later date by a court of competent
jurisdiction that the character, duration or geographical scope of such
provisions is unreasonable, then it is the intention and the agreement of the
Executive and the Company that this Agreement shall be construed by the court in
such a manner as to impose only those restrictions on the Executive's conduct
that are reasonable in the light of the circumstances and as are necessary to
assure to the Company the benefits of this Agreement. If, in any judicial
proceeding, a court shall refuse to enforce all of the separate covenants deemed
included herein because taken together they are more extensive than necessary to
assure to the Company the intended benefits of this Agreement, it is expressly
understood and agreed by the parties hereto that the provisions of this
Agreement that, if eliminated, would permit the remaining separate provisions to
be enforced in such proceeding shall be deemed eliminated, for the purposes of
such proceeding, from this Agreement.

             (b) If any provision of this Agreement otherwise is deemed to be
invalid or unenforceable or is prohibited by the laws of the state or
jurisdiction where it is to be performed, this Agreement shall be considered
divisible as to such provision and such provision shall be inoperative in such
state or jurisdiction and shall not be part of the consideration moving from
either of the parties to the other. The remaining provisions of this Agreement
shall be valid and binding and of like effect as though such provision were not
included.

         15. Notices and Addresses. All notices, offers, acceptance and any
other acts under this Agreement (except payment) shall be in writing, and shall
be sufficiently given if delivered to the addressees in person, by Federal
Express or similar receipted delivery, by facsimile delivery or, if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:


         To the Company:          1-800-ATTORNEY, Inc.
                                  186 Attorneys.com Court
                                  Lake Helen, FL 32744

         With a Copy to:          Michael D. Harris, Esq.
                                  Michael Harris, P.A.
                                  1645 Palm Beach Lakes Blvd., Suite 550
                                  West Palm Beach, FL  33401
                                  Facsimile (561) 478-1817

         To the Executive:        Mr. James M. Koller
                                  186 Attorneys.com Court
                                  Lake Helen, Florida 32744




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or to such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be evidence of successful facsimile delivery. Time shall
be counted to, or from, as the case may be, the delivery in person or by
mailing.

         16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.

         17. Attorney's Fees. In the event that there is any controversy or
claim arising out of or relating to this Agreement, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Agreement, the prevailing party shall be entitled
to a reasonable attorney's fee, costs and expenses.

         18. Governing Law. This Agreement and any dispute, disagreement, or
issue of construction or interpretation arising hereunder whether relating to
its execution, its validity, the obligations provided therein or performance
shall be governed or interpreted according to the internal laws of the State of
Florida without regard to choice of law considerations.

         19. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties and supersedes all prior oral and written agreements between
the parties hereto with respect to the subject matter hereof. Neither this
Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally, except by a statement in writing signed by the party or
parties against which enforcement or the change, waiver discharge or termination
is sought.

         20. Additional Documents. The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in order
to carry out the purpose and intent of this Agreement and to fulfill the
obligations of the parties hereunder.

         21. Section and Paragraph Headings. The section and paragraph headings
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.

         22. Arbitration. Except for a claim for equitable relief, any
controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be settled by
submission by either party of the controversy, claim or dispute to binding
arbitration in Volusia County, Florida (unless the parties agree in writing to a
different location), before three arbitrators in accordance with the rules of
the American Arbitration Association then in effect. In any such arbitration
proceeding the parties agree to provide all discovery deemed necessary by the
arbitrators. The decision and award made by the arbitrators shall be final,
binding and conclusive on all parties hereto for all purposes, and judgment may
be entered thereon in any court having jurisdiction thereof.


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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement
as of the date and year first above written.



                                         1-800-ATTORNEY, INC.


/s/ Diana C. Tesar                       By: /s/ Peter S. Balise  
-----------------------                      ---------------------
                                             Peter S. Balise
                                             President


/s/ Michael E. Marsh                         /s/ James M. Koller  
-----------------------                      ---------------------
                                             James M. Koller


























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