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Published: 2008-03-26

Employment Agreement - Legal Club of America Corp. and Brett Merl



                              EMPLOYMENT AGREEMENT


      AGREEMENT made effective as of the ___ day of December, 1999, by and
between Legal Club of America Corporation with its principal offices at
__________________ (the "Company") and Brett Merl, an individual residing at
____________________________, ____________________ (the "Executive").

                              PRELIMINARY STATEMENT

      The Company has agreed to employ the Executive and the Executive has
      agreed to accept such employment, all on the terms set forth herein.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable considerations, the receipt and adequacy of which
are hereby conclusively acknowledged, the parties, intending to be legally
bound, agree as follows:

      1. Term. The Company hereby employs the Executive as Chief Executive
Officer of the Company (as used herein, reference to the Company includes its
subsidiaries), and the Executive agrees to serve the Company as such, upon the
terms and conditions hereof. The term of employment hereunder (the "Term") shall
commence on the date hereof and continue until 36 months' notice of termination
is given by either party to the other, unless the Term is otherwise terminated
in accordance with the provisions hereof.

      2. Duties. (a)Executive shall serve as the Company's Chief Executive
Officer, and shall be responsible for the Company's overall management,
direction and policies, subject only to the directions and supervision of the
Company's Board of Directors . The Executive shall also discharge such duties
and authority as are generally incident to such position, or in such other
senior management position as the Company shall determine, provided that such
other position shall be comparable in authority and responsibility to the
position specified above. The Executive will report only to the Company's Board
of Directors. The Executive will hold such senior offices and/or such
directorships in the Company and/or any subsidiaries or affiliates of the
Company to which, from time to time, he may be elected or appointed. The
Executive shall serve as a Director of the Company during the entire Term of
this Agreement.

            (b) The Executive agrees that he will devote substantially all of
his time and attention to the affairs of the Company and use his best efforts to
promote the business and interests of the Company and that he will not engage,
directly or indirectly, in any other business or occupation during the term of
employment. It is understood, however, that the foregoing will not prohibit the
Executive from engaging in personal investment activities for himself and his
family which do not interfere with the performance of his duties hereunder.

      3. Compensation. The Company will pay the Executive for all services to be
rendered by the Executive hereunder (including, without limitation, all services
to be rendered by him as an officer and/or director of the Company and its
subsidiaries and affiliates):

      (a)   A salary ("Base Annual Pay") of $225,000, payable in installments in
            accordance with customary payroll practices for senior executives of
            the Company.


      (b)   Bonus compensation for each fiscal year of the Company, based on
            Executive's performance and the overall performance of the Company,
            either on an "ad hoc" basis or pursuant to a bonus plan or
            arrangement as may be established at the Company's discretion for
            senior executives of the Company.

      Nothing contained herein shall prohibit the Board of Directors of the
Company, in its sole discretion, from increasing the compensation payable to the
Executive pursuant to this Agreement. The Base Annual Pay shall be reviewed for
potential increase on an annual basis, on each anniversary of the date of this
Agreement, and the minimum annual increase in Base Annual Pay shall be 20% over
the Base Annual Pay then in effect.

      4. Expenses. The Executive shall be entitled to reimbursement by the
Company, in accordance with the Company's policies then applicable to senior
executives at the Executive's level, against appropriate vouchers or other
receipts for authorized travel, entertainment and other business expenses
reasonably incurred by him in the performance of his duties hereunder. Without
limiting the generality of the foregoing, the Company will pay or reimburse the
Executive for the use of a pager and for his business use of a cellular
telephone.

      5. Executive Benefits. The Executive shall be entitled to participate in,
and receive benefits under, any pension, profit sharing, insurance,
hospitalization, medical, disability, stock purchase, stock option, stock
ownership, vacation or other employee benefit plan, program or policy of the
Company which may be in effect at any time during the course of his employment
by the Company and which shall be generally available to senior executives of
the Company occupying positions of comparable status or responsibility, subject
to the terms of such plans, programs or policies. Notwithstanding the foregoing,
the Company may, in its discretion, at any time and from time to time, change or
revoke any of its employee benefits plans, programs or policies and Executive
shall not be deemed, by virtue of this Agreement, to have any vested interest in
any such plans, programs or policies. The Executive shall also be entitled to
four (4) weeks' paid vacation per year. Without limiting the generality of the
foregoing, the Executive shall be entitled to receive Group Health and Dental
Insurance coverages for himself and his family at no charge to Executive, and at
the Executive's option, the Company will pay the amount of the Company's premium
for these coverages to the Executive, in lieu of providing such coverage,

      6. Withholding. All payments required to be made by the Company hereunder
to the Executive shall be subject to the withholding of such amounts relating to
taxes and other governmental assessments as the Company may reasonably determine
it should withhold pursuant to any applicable law, rule or regulation.

      7. Death; Permanent Disability. Upon the death of the Executive during the
term of this Agreement, this Agreement shall terminate. If during the term of
this Agreement the Executive fails because of illness or other incapacity to
perform the services required to be performed by him hereunder for any
consecutive period of more than 90 days, or for shorter periods aggregating more
than 120 days in any consecutive twelve-month period (any such illness or
incapacity being hereinafter referred to as "permanent disability"), then the
Company, in its discretion, may at any time thereafter terminate this Agreement
upon not less than 10 days' written notice thereof to the Executive, and this
Agreement shall terminate and come to an end upon the date set forth in said
notice as if said date were the termination date of this Agreement; provided,
however, that no such termination shall be effective if prior to the date when
such notice is given, the Executive's illness or incapacity shall have
terminated and he shall be physically and mentally able to perform the services
required hereunder and shall have taken up and be performing such duties.

      If the Executive's employment shall be terminated by reason of his death
or permanent disability, the Executive or his estate, as the case may be, shall
be entitled to receive (i) any earned and unpaid salary accrued through the date
of termination, (ii) a pro rata portion of any annual bonus which the Executive
would otherwise have been entitled to receive pursuant to any bonus plan or
arrangement for senior executives of the Company (such pro rata portion to be
payable at the time such annual bonus would otherwise have been payable to the
Executive) , (iii) six months' continuation of Base Annual Pay and benefits as a
death benefit or disability termination benefit and (iv) subject to the terms
thereof, any benefits which may be due to the Executive on the date of
termination under the provisions of any employee benefit plan, program or
policy.

                                      -2-


      8. Termination 

      (a)   For Cause. The Company may at any time during the term of this
            Agreement, by written notice, terminate the employment of the
            Executive for cause, the cause to be specified in the notice. For
            purposes of this Agreement, "cause" shall mean (i) any wilfull or
            intentional misconduct that is intended to cause, and has the effect
            of causing, material injury to the Company; (ii) the Executive's
            material breach or default under this Agreement that continues
            uncured for a period of 30 days after the Executive receives notice
            thereof from the Company; or (iii) the Executive's conviction of a
            felony. A determination of whether cause for termination exists can
            only be made at a meeting of the Board of which the Executive
            receives prior notice and at which the Executive receives an
            opportunity to address the Board on the issue. Termination for cause
            shall be effective upon the giving of such notice and the Executive
            shall be entitled to receive (i) any earned and unpaid salary
            accrued through the date of termination and (ii) subject to the
            terms thereof, any benefits which may be due to the Executive on
            such date under the provisions of any employee benefit plan, program
            or policy. The Executive hereby disclaims any right to receive a pro
            rata portion of any annual bonus with respect to the fiscal year in
            which such termination occurs.

      (b)   Without Cause. The Company may terminate the Term at any time, upon
            at least 36 months' notice to Executive, without Cause, provided
            that in such event that the Company either pay the Executive all the
            compensation and benefits to which he is entitled during the
            succeeding 36 months (including without limitation annual increases
            in Base Annual Pay) or shall pay the Executive in a lump sum the
            amounts of compensation that it would be required to pay Executive
            over such 36 months, and terminate the Term effective upon such
            payments, in which event the Executive shall also be entitled to
            receive (i) any additional earned and unpaid compensation accrued
            hereunder through the date of termination, (ii) subject to the terms
            thereof, any benefits which may be due to the Executive on such date
            under the provisions of any employee benefit plan, program or
            policy; (iii) continuation of health and dental coverages for 12
            months following such termination, and (iv) a pro rata portion of
            any annual bonus with respect to the fiscal year in which such
            termination occurs. In the event of a Change in Control, as defined
            below, the Executive may, within 180 days of the effective date of
            such Change in Control, terminate the term of this Agreement, with
            the effects as stated in Subsection c, below.

      (c)   Parachute payment If the Executive's employment is terminated due to
            (i) the occurrence of a Change of Control of the Company; or (ii)
            the termination by the Executive of his employment with the Company
            for "Good Reason" (as defined below) as a result of the Company's
            material breach hereof, then in any such event (an "Event of
            Termination"), then (A) the Company shall pay to the Executive in a
            lump sum payment (a "Parachute Payment") on the effective date of
            the termination of the Executive's's Employment (the "Termination
            Date") an amount equal to the sum of three times the Executive's
            annualized includible compensation for the base period, as such may
            be defined inss.280G of the Internal Revenue code of 1986, as
            amended (or the regulations promulgated thereunder) (the "Code")
            minus one dollar (it being the intent of this provision that the
            Executive receive the maximum compensation payable under the Code in
            such circumstances that is deductible to the Company and which doe
            not trigger the excise tax contemplated by the Code for excess
            parachute payments); and (B) the Company shall maintain in full
            force and effect, at the Company's sole expense (pursuant to waiver
            of COBRA premiums or otherwise) and for the Executive's continued
            benefit until one year after the Termination Date all life
            insurance, medical, health and accident, and disability plans and
            similar arrangements in which the Executive was entitled to
            participate immediately prior to the Event of Termination. In the
            event that the Executive's participation in any such plan or program
            is barred by the plans or programs, the Company shall arrange to
            provide the Executive with benefits, at the Company's sole expense,
            substantially similar to those to which the executive is entitled
            under such plans and programs. As used herein, "Good Reason" for the
            Executive to terminate the Term of employment shall mean any one or

                                      -3-


            more of the following: (a) the occurrence of a Change in Control,
            (b) the Company's breach or default under this Agreement, (c) the
            Company's requiring the Executive to relocate without his prior
            consent out of a 50 mile radius from the Company's present executive
            offices, or (d) the Company requiring the Executive to change in any
            material adverse way, his job description, reporting, or duties. The
            Executive shall not be required to mitigate the amount of any
            payment provided for in this Agreement by seeking other employment
            or otherwise, nor shall the amount of any payment provided for in
            this Section be reduced by any compensation earned by the Executive
            as a result of employment by another employer after the Termination
            Date or otherwise; however, the Executive shall have the right (but
            not the obligation) to voluntarily reduce the consideration payable
            to him upon a Change in Control, in any manner the Executive may
            elect by written notice to the Company.

      9. Insurance. The Executive agrees that the Company may procure insurance
on the life of the Executive, in such amounts as the Company may in its
discretion determine, and with the Company named as the beneficiary under the
policy or policies.

      10. Non-Competition; Solicitation.

            (a) The Executive acknowledges and recognizes that the highly
competitive nature of the Company's business and that the goodwill and patronage
of the Company's customers and network of attorneys constitute a substantial
asset of the Company, having been acquired through considerable time, effort and
money. Accordingly, the Executive agrees that during his employment with the
Company and for a period of 1 year after Executive leaves the Company's employ
for any reason, he shall not, without the written consent of the Company,
directly or indirectly, either individually or as an employee, agent, partner,
shareholder, consultant, option holder, lender of money, guarantor or in any
other capacity, participate in, engage in or have a financial interest or
management position or other interest in any business, firm, company or other
entity if it competes with any business operation conducted by the Company or
its subsidiaries or affiliates or any successor or assign thereof, nor will he
solicit any other person to engage in any of the foregoing activities, in each
case within the United States of America, its possessions and territories. The
Executive acknowledges that the Company's business includes a nationwide network
of attorneys and a national customer base, and therefore agrees that such the
scope of this restriction is appropriate and necessary to protect the Company's
legitimate business interests. Participation in the management of any business
operation other than in connection with the management of a business operation
which is in direct competition with the Company or its subsidiaries or
affiliates or any successor or assign thereof shall not be deemed to be a breach
of this Section 10(a). The foregoing provisions of this Section 10(a) shall not
prohibit the ownership by the Executive (as the result of open market purchase)
of 5% or less of any class of capital stock of a Company which is regularly
traded on a national securities exchange or over-the-counter on the NASDAQ
System.

            (b) The Executive will not at any time during his employment with
the Company and for a period of 1 year after Executive leaves the Company's
employ for any reason, solicit or assist or encourage the solicitation of) any
employee of the Company or any of its subsidiaries or affiliates to work for
Executive or for any business, firm, Company or other entity in which the
Executive, directly or indirectly, in any capacity described in Section 10(a)
hereof, participates or engages (or expects to participate or engage) or has (or
expects to have) a financial interest or management position.

            (c) The Executive shall not at any time during his employment and
for a period of 1 years after any termination thereof, directly or indirectly
compete with the Company by soliciting, inducing or influencing any of the
customers or attorneys of the Company or its attorney network to discontinue or
reduce the extent of such relationship with the Company, or commence or expand
any such relationship with any competitor of the Company.

            (d) If any of the covenants contained in this Section 10 or any part
thereof, is held by a court of competent jurisdiction to be unenforceable
because of the duration of such provision, the activity limited by or the
subject of such provision and/or the area covered thereby, then the court making
such determination shall construe such restriction so as to thereafter be
limited or reduced to be enforceable to the greatest extent permissible by
applicable law.

                                      -4-


      11. Confidential Information, Etc. The Executive agrees that he shall not,
during or after the termination of this Agreement, divulge, furnish or make
accessible to any person, firm, Company or other business entity, any
information, trade secrets, technical data or know-how relating to the business,
business practices, methods, products, processes, equipment, clients' prices,
lists of customers or marketing agents of the Company, terms of marketing
arrangements or the attorney network list, or other confidential or secret
aspect of the business of the Company and/or any subsidiary or affiliate, except
as may be required in good faith in the course of his employment with the
Company or by law, without the prior written consent of the Company, unless such
information shall become public knowledge or becomes available from independent
sources, in each case other than by reason of Executive's breach of the
provisions hereof.

      12. Acceptance by Parties. Each of the Executive and the Company accepts
all of the terms and provisions of this Agreement and agrees to perform all of
the covenants on his or its part to be performed hereunder.

      13. Equitable Remedies. The Executive acknowledges that he has been
employed for his unique talents and that his leaving the employ of the Company
would seriously hamper the business of the Company and that the Company will
suffer irreparable damage if any provisions of Sections 10 or 11 hereof are not
performed strictly in accordance with their terms or are otherwise breached. The
Executive hereby expressly agrees that the Company shall be entitled as a matter
of right to injunctive or other equitable relief, in addition to all other
remedies permitted by law, to prevent a breach or violation by the Executive and
to secure enforcement of the provisions of Sections 10 or 11 hereof. Resort to
such equitable relief, however, shall not constitute a waiver or any other
rights or remedies which the Company may have.

      14. Entire Agreement. This Agreement memorializes, encompasses and
supersedes the parties understandings and agreement relative to the Executive's
acceptance of employment hereunder, and constitutes the entire agreement between
the parties hereto and there are no other terms other than those contained
herein. No variation or modification hereof shall be deemed valid unless in
writing and signed by the parties hereto and no discharge of the terms hereof
shall be deemed valid unless by full performance of the parties hereto or by a
writing signed by the parties hereto. No waiver by the Company or any breach by
the Executive of any provision or condition of this Agreement by him to be
performed shall be deemed a waiver of a breach of a similar or dissimilar
provision or condition at the same time or any prior or subsequent time.

      15. Severability. In case any provision in this Agreement shall be
declared invalid, illegal or unenforceable by any court of competent
jurisdiction, the validity and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.

      16. Notices. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be deemed to have
been given at the time when mailed in the United States enclosed in a registered
or certified post-paid envelope, return receipt requested, and addressed to the
addresses of the respective parties stated below or to such changed addresses as
such parties may fix by notice:

                  To the Company:

                  To the Executive:


provided, however, that any notice of change of address shall be effective only
upon receipt.

      17. Successors and Assigns. This Agreement is personal in its nature and
neither of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder (except for an
assignment or transfer by the Company to a successor as contemplated by the
following proviso); provided, however, that the provisions hereof (including but
not limited to the non-compete and confidentiality provisions hereof) shall
inure to the benefit of, and be binding upon, any successor of the Company,
whether by merger, consolidation, transfer of all or substantially all of the
assets of the Company, or otherwise, and upon the Executive, his heirs,
executors, administrators and legal representatives.

                                      -5-


      18. Governing Law. This Agreement and its validity, construction and
performance shall be governed in all respects by the internal laws of the State
of Florida, without giving effect to any principles of conflict of laws.

      19. Headings. The headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction of
this Agreement.

      20. Arbitration. Except as otherwise provided in this Agreement, any
dispute arising out of or in connection with this Agreement or the employment of
the Executive by the Company shall be resolved by binding arbitration in Miami,
Florida, in accordance with the American Arbitration Association's rules and
procedures then in effect and applicable to employment disputes. In any such
arbitration proceedings, the arbitrators shall have the right to order such
document production, exchange of exhibits, interviews of witnesses and other
discovery matters as they determine to be appropriate. The fees and expenses of
the arbitration, including but not limited to legal fees and arbitrator's fees,
shall be borne as the arbitrators may determine to be appropriate. A judgment on
the arbitration award may be entered in any court of competent subject matter
jurisdiction in Miami-Dade County. In the event that a party hereto seeks an
injunctive or equitable remedy, then a proceeding therefor may be commenced and
maintained in such a Court in Miami-Dade County. The parties consent and waive
all objection to such jurisdiction.

      21. Highest Level. The Company agrees that the compensation and benefits
payable to Executive hereunder shall be at the highest level offered to any
employee of the Company.

      IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and
seals the day and year first above written.

                   LEGAL CLUB OF AMERICA CORPORATION



                   By: /s/ A. CLINTON ALLEN
                   ---------------------------------------
                   (Title) DIRECTOR



                   Executive

                   /s/ BRETT MERL
                   ---------------------------------------
                   Brett Merl, Chairman and CEO


                                      -6-