forms1a.htm

Exhibit 10.11

EXECUTIVE EMPLOYMENT AGREEMENT

The Executive Employment Agreement (the “Agreement”) is effective as of May 1, 2008 (the “Effective Date”) and is between Gen2Media Corporation, a Nevada Corporation (the “Company”) and Mark Argenti (the “Employee”).

RECITALS:

WHEREAS, the Company desires that the Employee become the Chief Creative Officer and Director of the Company.

WHEREAS, the Employee desires to accept such role under the terms hereof.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties hereby agree as follows:

1.		Term of Employment. The period of employment of Employee by the Company under the Agreement (the Employment Period) shall be deemed to have commenced on the Effective Date and shall terminate in accordance with Section 7, however, if not terminated sooner, shall continue until April 30, 2012.
2.		Duties. During his employment by the Company, the Employee shall perform such duties as are customary and typical by an officer and director of a publicly traded company, and shall discharge such duties in a professional and diligent manner at all times, to the best of his abilities. Employee’s employment shall also be subject to the policies maintained and established by the Company, if any, as the same may be amended from time to time. Unless otherwise agreed by the Company and Employee, Employee’s principal place of business with the Company shall be in Orlando, FL. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Board of Directors of all business opportunities pertaining to the business of the Company or its Affiliates and should not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates.

3.		Compensation.

	(a)		Base Salary. The Company shall pay to Employee a base salary of $65,000 per year. At such time as the Company attains profitability (including any monies paid to officers and/or directors) the base salary will be increased to $72,000 per year, and once the Company achieves sustained (defined as profit for 2 consecutive quarters) profitability, the base salary shall be increased to $84,000 annually.

	(b)		Incentive Bonus. In addition to the Base Salary, during the Term of the Agreement, Employee shall be entitled to cash compensation, paid annually, equal to 3% of the net profit of the Company, as determined by the year end audited financial statements. However, there shall be a cap on all cash compensation received by Employee for any fiscal year of $150,000 in the aggregate, including base salary and incentive bonus.

	(c)		Equity Compensation and Stock Options. The Employee shall be entitled to participate in the equity compensation plans established from time to time by the Company based on performance and profitability, and as awarded by the Board of Directors and Compensation Committee. In consideration for entering into and faithful discharge of this Agreement, Employee shall receive an initial stock option grant of 666,667 shares, exercisable at any time during the life of this agreement, with an exercise price of 5 cents per share. These options are previously listed and provided for in the minutes of the Company, and are now memorialized by execution of this Agreement. The stock, when issued, will be restricted under applicable laws.


	(d)		Housing Allowance. N/A.

	(e)		Home Leave Allowance. N/A

	(f)		Relocation Allowance. N/A

	(g)		Additional Payment. N/A

	(h)		As additional compensation for the Employee, the Company shall provide or maintain the medical and health insurance benefits on the same terms and conditions as are made available to all employees of the Company generally.

4.		Vacation. Employee shall be entitled to a reasonable vacation(s) during each year of his employment under the Agreement.
5.		Reimbursement For Expenses. The Company shall reimburse the Employee within 30 days of the submission of appropriate documentation, and in no event later than the last day of the calendar year following the year in which an expense was incurred, for all reasonable and approved travel and entertainment expenses and other disbursements incurred by his for or on behalf of the Company in the course and scope of his employment under the Agreement.

6.	Remedies for Breach. In addition to the rights and remedies provided in Section 7, and without waiving the same if Employee breaches, or threatens to breach, any of the provisions of Sections 9 or 10, the Company shall have the following rights and remedies, in addition to any others, each of which shall be independent of the other and severally enforceable:
	(a)	The right and remedy to have such provisions specifically enforced by any court having equity jurisdiction. Employee specifically acknowledges and agrees that any breach or threatened breach of the provisions of Sections 9 or 10 hereof will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such injunction shall be available without the posting of any bond or other security. If the Employee is determined to have breached any provision of Sections 9 or 10 the court or arbitrators shall extend the effect of the non-competition provisions for an amount of time equal to the time the Employee was in breach thereof.

	(b)	The right to require Employee to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (hereinafter collectively the “Benefits”) derived or received by the Employee as a result of any transactions constituting a breach of any of the provisions of Sections 9 or 10.

	(c)	Upon discovery by the Company of a breach or threatened breach of Sections 9 or 10, the right to immediately suspend payments to Employee under Section 3 or 8(b) pending a resolution of the dispute.

	(d)	The right to terminate Employee’s employment pursuant to Section 7.

Termination of Agreement.


	(a)		Death. The Agreement shall automatically terminate upon the death of Employee.

	(b)		Disability. If, as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been substantially unable, either with or without reasonable accommodation, to perform his duties hereunder for an entire period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period, Employee shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Employee’s employment hereunder for Disability, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement. Any dispute between the Employee and the Company regarding whether Employee has a Disability shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of the Agreement. Employee acknowledges and agrees that a request by the Company for such a determination shall not be considered as evidence that the Company regarded the Employee as having a Disability.

	(c)		Termination By Company For Cause. The Company may terminate the Agreement upon written notice to Employee at any time for “Cause” in accordance with the procedures provided below; provided, however, that the Company may instead give the Employee a written notice that it has elected to place the Employee on “garden leave” for a period of up to 90 days and that the Agreement will terminate on the date immediately following the end of such garden leave period. If the Company elects to place the Employee on garden leave, the Company may during the period immediately preceding such termination date in its absolute discretion direct the Employee (i) to perform only such of his duties as the Company may direct; and/or, (ii) to refrain from contacting any customers, clients, advertisers, suppliers, agents, professional advisors, brokers or employees of the Company or any of its Affiliates (as defined in Section 12(b)(iii)); and/or, (iii) not to enter all or any premises of the Company or any of its Affiliates and/or; (iv) to immediately resign without claim for compensation from office as director of the Company and any of its Affiliates and from any other office held by him in the Company or any of its Affiliates.

(i)

During any period when the provisions of the Section 7(c) are invoked, the Employee’s salary and other contractual benefits and compensation (including the vesting and exercisability of any equity awards) will continue to be paid or provided by the Company and the Employee will continue to comply without exception with all the Employee’s obligations under the Agreement. Notwithstanding anything herein to the contrary, the Company’s invocation of the provisions of the Section 7(c) shall not

						constitute Good Reason and the Company shall not be obligated to make any new awards under the Company’s Bonus Plan or equity compensation plans (other than awards, if any, due prior to the date that the Employee ceases to perform substantial duties for the Company pursuant to the Section 7(c)) during any period when the Employee is performing no substantial duties for the Company pursuant to the Section 7(c).
	(d)		For purposes of the Agreement, “Cause” shall mean:

		(i)	the material breach of any provision of the Agreement by Employee which has not been cured within five business (5) days after the Company provides notice of the breach to Employee; provided, however, if the act or omission that is the subject of such notice is substantially similar to an act or omission with respect to which Employee has previously received notice and an opportunity to cure, then no additional notice is required and the Agreement may be terminated immediately upon the Company’s election and written notice to Employee);

		(ii)	the entry of a plea of guilty or judgment entered after trial finding Employee guilty of a crime punishable by imprisonment in excess of one year involving moral turpitude (meaning a crime that includes the commission of an act of gross dishonesty or bad morals);

		(iii)	willfully engaging by Employee in conduct that the Employee knows or reasonably should know is detrimental to the reputation, character or standing or otherwise injurious to the Company or any of its shareholders, direct or indirect subsidiaries and Affiliates, monetarily or otherwise;

		(iv)	without limiting the generality of Section 7(c)(i), the breach or threatened breach of any of the provisions of Sections 9, 10 or 11; or

		(v)	a ruling in any state or federal court or by an arbitration panel that the Employee has breached the provisions of a non-compete or non-disclosure agreement, or any similar agreement or understanding which would in any way limit, as determined by the Board of Directors of the Company, the Employee’s ability to perform under the Agreement now or in the future.
(e)	Termination By Company Without Cause. The Company may terminate the Agreement at any time, and for any reason, by providing at least thirty (30) days written notice to Employee.

(f)	Termination By Employee With Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”):

(i)

(A) any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect

			with Employee’s position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in Employee’s titles or offices (including, membership on the Board of Directors) with the Company;
	(ii)		a reduction in Employee’s Base Salary or Bonus opportunity;

	(iii)		the relocation of the Company’s principal executive offices from Orlando;

	(iv)		the failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits;

	(v)		any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement;

	(vi)		the Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company;

	(vii)		a Change in Control of the Company;

	(viii)		the failure of the Company to obtain the assumption agreement from any successor giving rise to a Change of Control as contemplated in Section 12 (a);

	(ix)		any other breach of a material provision of the Agreement by the Company.

			For purposes of clauses (iii) through (vi) and (ix) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

Effect of Termination. Upon the termination of the Agreement, no rights of Employee which shall have accrued prior to the date of such termination, including the right to receive any bonus Fully-Earned through the date of such termination, shall be affected in any way.

	(a)		Upon Death of Employee.

			During the Term, if Employee’s employment is terminated due to his death, Employee’s estate shall be entitled to receive the Base Salary set forth in Section 3 accrued through the date of death and any bonus Fully-Earned (as herein defined) through the date of such termination; provided, however, Employee’s estate shall not be entitled to any other benefits (except as provided by law or separate agreement). “Fully-Earned” shall mean that for purposes of determining whether the Employee shall be entitled to a bonus, that such Employee shall be treated as if he had been employed through the last date of the regular period for determining whether or not a bonus is payable in the standard manner that all such employees are evaluated even though Employee is no longer employed by the Company, and his eligibility for an incentive bonus, if any, shall be determined accordingly. Further, a surviving spouse of Employee shall be eligible for continuation of family benefits pursuant to Section 3(c) subject to compliance with Plan provisions at the full premium rate (Company plus employee portion) for a one year period after the date of termination.

	(b)		For Disability; By Company Without Cause; By Employee with Good Reason.

			If the Agreement is terminated under Section 7 (b), (e) or (f):

	(i)		Employee shall be entitled to receive his Base Salary set forth in Section 3 accrued through the date of such termination and any bonus Fully-Earned through the date of such termination, and shall receive a severance equal to 12 months salary, paid out in 12 equal monthly installments.

	(ii)		All unvested stock options and restricted stock grants previously awarded to Employee by the Company or Argonaut shall remain in full force and effect as if no termination had occurred, and

			Employee may have against any of them, to the extent such claims arise from Employee’s employment hereunder, and any revocation period with respect to such release have expired, prior to the six month anniversary of the date of such termination, and
	(iv)		Employee shall no longer be bound by the prohibitions contained in Section 10.3 and 10.4.2 hereof prohibiting Employee from engaging or having any interests in, directly or indirectly, in a competitive business or soliciting employees; provided, however, Employee shall remain bound by the further prohibition contained in Section 10.4.1, and

	(v)		Except as provided for in the Section 8(b), Employee shall not have any rights which have not previously accrued upon termination of the Agreement.

	(c)		By Company With Cause

			In the event of termination of Employee’s employment Section 7(c) Employee shall be entitled to receive the Base Salary and benefits set forth in Section 3 accrued through the date of termination, and she shall not be entitled to any other benefits (except as required by law).

Confidential Information.

	(a)		The Company shall disclose to Employee, or place Employee in a position to have access to or develop, trade secrets or confidential information of Company or its Affiliates; and/or shall entrust Employee with business opportunities of Company or its Affiliates; and/or shall place Employee in a position to develop business good will on behalf of Company or its Affiliates.

	(b)		The Employee acknowledges that in his employment hereunder she occupies a position of trust and confidence and agrees that she will treat as confidential and will not, without prior written authorization from the Company, directly or indirectly, disclose or make known to any person or use for his own benefit or gain, the methods, process or manner of accomplishing the business undertaken by the Company or its Affiliates, or any non-public information, plans, formulas, products, trade secrets, marketing or merchandising strategies, or confidential material or information and instructions, technical or otherwise, issued or published for the sole use of the company, or information which is disclosed to the Employee or in any acquired by him during the term of the Agreement, or any information concerning the present or future business, processes, or methods of operation of the Company or its Affiliates, or concerning improvement, inventions or know how relating to the same or any part thereof, it being the intent of the Company, with which intent the Employee hereby agrees, to restrict him from disseminating or using for his own benefit any information belonging directly or indirectly to the Company which is unpublished and not readily available to the general public.

	(c)		The confidentiality obligations set forth in (a) and (b) of the Section 9 shall apply during Employee’s employment and for a period of one year after termination of employment.

	(d)		All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, that are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during Employee’s employment with Company (whether during business hours or otherwise and whether on the premises of the Company or one of its Affiliate or otherwise) that relate to the business, products or services of the Company or any of its Affiliates shall be disclosed to the Board of Directors and are and shall be the sole and exclusive property of the Company or such Affiliate. Moreover, all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, e-mail, voice mail, electronic data bases, maps and all other writings and materials of any type embodying any such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company. Upon termination of Employee’s employment by the Company, for any reason, Employee promptly shall deliver the same, and all copies thereof, to the Company.

	(e)		If, during Employee’s employment by the Company, Employee creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as video tapes, written presentations, or acquisitions, computer programs, e-mail, voice mail, electronic data bases, drawings, maps, architectural renditions, models, manuals, brochures or the like) relating to the Company’s business, products or services, whether such work is created solely by Employee or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), the Company shall be deemed the author of such work if the work is prepared by Employee in the scope of Employee’s employment.
10.		Restrictive Covenants

	10.1		For the purposes of the Section, the following words have the following meanings:

	10.1.1		“Company Services” means any services (including but not limited to technical and product support, technical advice, underwriting and customer services) supplied by the Company or its Affiliates in the specialty property and/or casualty insurance business;

	10.1.2		“Confidential Information” has the meaning ascribed thereto in Section 9;

	10.1.3		“Customer” means any person or firm or company or other organization whatsoever to whom or which the Company supplied Company Services during the Restricted Period and with whom or which, during the Restricted Period: (a) the Employee had material personal dealings pursuant to his employment; or

				(b) any employee who was under the direct or indirect supervision of the Employee had material personal dealings pursuant to their employment.

	10.1.5			“Prospective Customer” means any person or firm or company or other organization whatsoever with whom or which the Company or its Affiliates shall have had negotiations or material discussions regarding the possible distribution, sale or supply of Company Services during the Restricted Period and with whom or which during such period: (a) the Employee shall have had material personal dealings pursuant to his employment; or (b) any employee who was under the direct or indirect supervision of the Employee shall have had material personal dealings pursuant to their employment; or (c) the Employee was directly responsible in a client management capacity on behalf of the Company.

	10.1.6			“Restricted Area” means:

				(a) any geographic area in which the Company or Affiliates provided Restricted Services and for which the Employee was responsible in the 12 months preceding the date of Employee’s termination of employment by the Company.

	10.1.7			“Restricted Employee” means any person who on the date of Employee’s termination of employment by the Company was at the level of director, manager, underwriter or salesperson with whom the Employee had material contact or dealings in the course of his Employment during the Restricted Period;

	10.1.8			“Restricted Period” means the period of 12 months ending on the last day of the Employee’s employment with the Company or, in the event that no duties were assigned to the Employee or the Employee was placed upon garden leave, the 12 months immediately preceding the last day on which the Employee carried out any duties for the Company;

	10.1.10			“Restricted Services” means Company Services or any services of the same or of a similar kind.

	10.2			The Employee recognizes that, whilst performing his duties for the Company, she will have access to and come into contact with trade secrets and confidential information belonging to the Company and its Affiliates and will obtain personal knowledge of and influence over its or their customers and/or employees. The Employee therefore agrees that the restrictions set out in the Section are reasonable and necessary to protect the legitimate business interests of the Company and its Affiliates both during and after the termination of his employment.

	10.3			The Employee hereby undertakes with the Company that she will not during his employment with the Company and for the period of twelve months after she ceases to be employed by the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organization, directly or indirectly:

	10.3.1			in competition with the Company or its Affiliates within the Restricted Area, be employed or engaged or otherwise interested in the business of researching into, developing, underwriting, distributing, selling, supplying or otherwise dealing with Restricted Services; or

	10.3.2			in competition with the Company or its Affiliates, accept orders or facilitate the acceptance of any orders or have any business dealings for Restricted Services from any Customer or Prospective Customer; or

	10.3.3			employ or otherwise engage in the business of or be personally involved to a material extent in employing or otherwise engaging in the business of researching into, developing, distributing, selling, supplying or otherwise dealing with Restricted Services, any person who was during the Restricted Period employed or otherwise engaged by the Company and who by reason of such employment or engagement is reasonably likely to be in possession of any trade secrets or Confidential Information relating to the business of the Company.

	10.4			The Employee hereby undertakes with the Company that she shall not during his employment with the Company and for the period of 24 months after Employee ceases to be employed by the Company without the prior written consent of the Company whether by himself through his employees or agents or otherwise howsoever and whether on his own behalf or on behalf of any other person, firm, company or other organisation directly or indirectly:

	10.4.1			in competition with the Company, solicit business from or endeavour to entice away or canvass any Customer or Prospective Customer if such solicitation or canvassing is in respect of Restricted Services;

	10.4.2			solicit or induce or endeavor to solicit or induce any Restricted Employee to cease working for or providing services to the Company, whether or not any such person would thereby commit a breach of contract.

	10.5			The benefit of Sections 10.3 and 10.4 shall be held on trust by the Company for each of its Affiliates and the Company reserves the right to assign the benefit of such provisions to any of its Affiliates, in addition such provisions also apply as though there were substituted for references to “the Company” references to each of its Affiliates in relation to which the Employee has in the course of his duties for the Company or by reason of rendering services to or holding office in such Affiliate:

	10.5.1		acquired knowledge of its trade secrets or Confidential Information; or

	10.5.2		had material personal dealings with its Customers or Prospective Customers; or

	10.5.3		supervised directly or indirectly employees having material personal dealings with its Customers or Prospective Customers but so that references in Section 10 to “the Company” shall for the purpose be deemed to be replaced by references to the relevant Affiliate. The obligations undertaken by the Employee pursuant to the Section 10.5 shall, with respect to each Affiliate of the Company, constitute a separate and distinct covenant and the invalidity or unenforceability of any such covenant shall not affect the validity or enforceability of the covenants in favour of any other Affiliate or the Company.

	10.6		The parties agree that the periods referred to in Sections 10.3 and 10.4 above will be reduced by one day for every day, during which, at the Company’s direction the Employee has been excluded from the Company’s premises and has not carried out any duties.

	10.7		While the restrictions in the Section 10 (on which the Employee has had the opportunity to take independent advice, as the Employee hereby acknowledges) are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or its Affiliates but would be adjudged reasonable if part or parts of the wording thereof were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

	11.		[Intentionally blank]

	12		Change Of Control.

	(f)		For purposes of the Agreement, a “Change of Control” shall be deemed to occur if:

	(i)		Any Person, other than (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company’s then outstanding securities, or 50% or more of the then outstanding common stock of the Company, excluding any Person who becomes such a Beneficial Owner in connection with a merger or consolidation of the Company described in (ii) below.

		(ii)	There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, except if: (A) the merger or consolidation 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 or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (B) the merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of the combined voting power of the Company’s then outstanding securities;

		(iii)	The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

		(iv)	During any one year period, individuals who at the beginning of the period constitute the Board of Directors of the Company cease for any reason to constitute a majority of the Board of Directors.

(g)	For purposes of the Section 12:

	(i)		The term “Person” shall have the meaning given in Section 3(a)(9) of the 1934 Act as modified and used in Sections 13(d) and 14(d) of the 1934 Act.

	(ii)		The term “Beneficial Owner” shall have the meaning provided in Rule 13d-3 under the 1934 Act.

	(iii)		The term “Affiliate” means, with respect to any individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stockcompany, government (or an agency or political subdivision thereof) or other entity of any kind (each a “person”), any other person that directly or indirectly controls or is controlled by or under common control with such person. For the purposes of the definition, “control” when used with respect to any person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise; and the terms of “affiliated”, “controlling” and “controlled” have meanings correlated to the foregoing.

13.

Successors and Assigns. The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder, provided, however, that the provisions hereof shall ensure to the benefit of, and be binding upon, each successor of the Company, whether by merger, consolidation, acquisition or otherwise, unless otherwise agreed to by the Employee and the Company.

14.		Notices. Any notice required or permitted to be given to the Employee pursuant to the Agreement shall be sufficiently given if sent to the Employee by registered or certified mail addressed to the Employee at ________________________________________________________________________, or at such other address as she shall designate by notice to the Company, and any notice required or permitted to be given to the Company pursuant to the Agreement shall be sufficiently given if sent to the Company by registered or certified mail addressed to it at ____________________________________________________________, or at such other address as it shall designate by notice to the Employee.

15.		Invalid Provisions. The invalidity or unenforceability of a particular provision of the Agreement shall not affect the enforceability of any other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

16.		Amendments To The Agreement. The Agreement may only be amended in writing by an agreement executed by both parties hereto.

17.		Entire Agreement. The Agreement contains the entire agreement of the parties hereto and supersedes any and all prior agreements, oral or written, and negotiations between said parties regarding the subject matter contained herein.

18.

Applicable Law and Venue. The Agreement is entered into under, and shall be governed for all purposes, by the laws of the United States; with venue of any lawsuit between the parties in United States.

19.

No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of the Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

20.		Severability. If a Court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of the Agreement, and all other provisions shall remain in full force and effect.

21.		Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

22.		Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to the Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling and any and all other normal employee deductions made with respect to the Company’s employees generally.

23.		Section 409A of the Code. The provisions of the Agreement and any payments made herein are intended to comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code, and any related regulations or other effective guidance promulgated thereunder (collectively, “Section 409A”). The time or schedule of a payment to which the Executive is entitled under the Agreement may be accelerated at any time that the Agreement fails to meet the requirements of Section 409A and any such payment will be limited to the amount required to be included in the Executive’s income as a result of the failure to comply with Section 409A. Reference herein to termination of employment shall be deemed to mean a separation from service.

		In witness whereof, the parties hereto have executed the Agreement as of the day and year above written.

	Gen2Media Corporation

	By:	/s/
		Name
		Title

EXHIBIT 10.13

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the "Agreement") is made this ___ day of March, 2008, by and among TOM HANSEN, BLUE RIDGE SERVICES, L.P, RICHARD BROCK AND (pro-rate to each of such persons money contributed) (the "Lender") and GEN2MEDIA CORPORATION, E360, LLC, MARY SPIO, MARK ARGENTI AND IAN MCDANIEL, Jointly and Severally (All of suck parties shall hereinafter be individually referred to as a "Debtor" and collectively, as the "Debtors:).

P R E A M B L E:

Debtors have requested Lender to provide certain financing to Debtors (the "Loan"). Lender has agreed to do so, so long as, among other things, this Agreement is executed and delivered by Debtors to Lender.

NOW, THEREFORE, in consideration of the premises which are incorporated herein by this reference and constitute an integral part hereof, the execution and delivery of this Agreement and in order to induce the Lender to extend its financing to Debtors, the parties agree as follows:

ARTICLE ONE. DEFINITIONS

SECTION 1.1. DEFINED TERMS. In addition to terms defined elsewhere in this Agreement or any Supplement or Exhibit hereto, when used herein, the following terms shall have the following meanings:

(A) "Collateral" shall mean all assets of Gen2Media Corporation and E360, LLC, including, without limitation, all furniture, fixtures, equipment, contract rights, intellectual property, accounts, and all other assets, wherever located, tangible or intangible, fixed or contingent, and any and all substitutions, renewals, improvements, replacements, additions and proceeds thereof. The Collateral shall also include all common or stock, including options, or the right to receive same, owned by Spio, Argenti and/or McDaniel, in Gen2Media Corp., including stock or options now owned, or later acquired. and whether now owned or existing or hereafter existing or acquired

(C) "Documents" shall mean this Agreement, the Note and any other instruments or documents required or contemplated hereunder or thereunder, whether now existing or at any time hereafter arising.

(D) "Liabilities" shall mean all liabilities, indebtedness and obligations of Debtors to the Lender relating to the Note, this Agreement and all of the other Documents, howsoever created, arising or evidenced, whether now existing or hereafter arising, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, primary or secondary, joint or several, whether existing or arising through discount, overdraft, purchase, direct loan, participation, operation of law, or otherwise, including, but not limited to, all reasonable outside attorneys' and paralegals' fees or charges relating to the preparation of the Documents and the enforcement of Lender's rights, remedies, powers and security interests under this Agreement the Note or any of the other Documents.

. • '. •

(E) "Note" shall mean that certain Promissory Note dated as of the date of this Agreement given by Debtors to Lender in the principal amount of $150,000, as may be amended, extended, renewed, supplemented, replaced and/or restated from time to time.

(F) "Person" shall mean individually, and "Persons" shall mean collectively, any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise including, without limitation, any instrumentality, division, agency, body or department thereof).

(G) "UCC" shall mean the Uniform Commercial Code as enacted and amended in the State of Florida.

ARTICLE TWO. COLLA'T'ERAL

SECTION 2.1. SECURITY INTERESTS. To secure payment of the Liabilities, Debtors hereby irrevocably pledge, assign, transfer, convey and set over to the Lender and hereby grant to the Lender a security interest in and to the Collateral, howsoever arising, wherever located and whether now owned or existing or hereafter existing or acquired.

SECTION 2.2. PERFECTION AND FILING REQUIREMENTS, Debtors shall perform any and all acts requested by the Lender to establish, maintain and continue the Lender's security interests and liens in the Collateral, including, but not limited to, executing financing statements and such other instruments and documents when and as reasonably requested by the Lender. Debtors hereby authorize Lender through any of Lender's employees, agents or attorneys to file any and all financing statements, including, without limitation, any continuations, transfers or amendments thereof required to perfect Lender's security interest and liens in the Collateral under the UCC without authentication or execution by Debtors.

SECTION 2.3. USE OF COLLATERAL. Each Debtor shall at all times keep the Collateral in good condition and repair and free and clear of all unpaid charges (including, but not limited to, taxes), liens and encumbrances, and shall pay or cause to be paid all obligations as they come due, including, but not limited to, mortgage payments, real estate taxes, assessments and rent due on the premises where the Collateral is or may be located, except for charges, liens, encumbrances and obligations being contested in good faith by such Debtor and for which adequate reserves have been established. Each Debtor agrees that (except as provided in the immediately preceding sentence) in the event such Debtor fails to pay such obligations, the Lender may, at its sole and arbitrary diseretion, pay such obligations for the account of such Debtor. The Lender may, in its sole discretion, discharge faxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral and may, in its sole and arbitrary discretion, pay for the maintenance and preservation of the Collateral. Any payments made by the Lender pursuant to this Section shall be repayable to the Lender by Debtors immediately upon the Lender's demand therefor, with interest at a rate equal to the highest interest rate described in the Note in effect from time to time dUring the period from and including the date funds are so expended by the Lender to the date of repayment, and any such amounts due and owing the Lender shall be an additional obligation of Debtors to the Lender secured hereunder.

ARTICLE THREE. REPRESENTATIONS AND WARRANTIES

SECTION 3.1. DEBTORS. Each Debtor represents and warrants to the Lender that:

(A) Organization, Etc. It is duly organized, validly existing and in good standing under the laws of the State of its incorporation and is duly qualified and in good standing or has applied for qualification as a foreign corporation authorized to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required.

(B) Authorization: No Conflict. The execution and delivery of the Documents are all within the corporate powers of it, have been duly authorized by all necessary action, have, or by the time of their execution and delivery shall have, received all necessary governmental or regulatory approval (Wary shall be required), and do not and will not contravene or conflict with any provision of (i) law, rule, regulation or ordinance, (ii) the articles of incorporation or by-laws of it; or (iii) any agreement binding upon it or any of their properties, as the case may be.

(C) Validity and Binding Nature. The Documents executed by it are the legal, valid and binding obligations of it, enforceable against it, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws of general application affecting the rights and remedies of creditors and except as the availability of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.

ARTICLE FOUR. INTENTIONALLY DELETED

ARTICLE FIVE. EVENTS OF DEFAULT

SECTION 5.1. EVENTS OF DEFAULT. Each of the following acts, occurrences or omissions shall constitute an event of default under this Agreement (herein referred to as an "Event of Default"), whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment or order of any court or any order, rule or regulation of any governmental or nongovernmental body or tribunal:

(A) Debtors shall default in the payment when due of any amount due and owing by Debtors to the Lender under the Note; or

(B) Except for the Event of Default set forth in Section 7.1(A) of this Agreement, default in the payment of any other amount owing by Debtors to the Lender pursuant to the Documents or pursuant to any other agreement, note, instrument or guarantee; or

(C) Any representation or warranty made by any Debtor contained in the Documents shall at any time prove to have been incorrect in any material' respect when made; or

(D) Any Debtor shall default in the performance or observance of any term, covenant, condition or agreement on its part to be performed or observed under the Documents (not constituting an Event of Default under any other clause of this Section 5.1 of this Agreement); or

(E) Either: (i) any Debtor shall become insolvent or generally fail to pay, or admit in writing its inability to pay, its debts as they become due, or a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership law or statute is filed by or against such Debtor or such Debtor makes an assignment for the benefit of creditors; provided, however, that, no Event of Default shall exist pursuant to this Subsection E, Clause (i) due to an involuntary bankruptcy case, proceeding or petition filed against such Debtor unless such involuntary case, proceeding or petition shall not have been dismissed or withdrawn within 60 days after the date of such involuntary filing; or (ii) corporate or other action shall be taken by such Debtor for the purpose of effectuating any of the foregoing; or

(F) If notice is given that the Collateral or any part of the Collateral, is subject to levy, attachment, seizure, or confiscation or uninsured loss; provided, however, that the deductible amount on any insurance policy currently in effect on the Collateral shall not be considered an uninsured loss pursuant to this Subsection.

ARTICLE SIX. REMEDIES

SECTION 6.1. REMEDIES UPON DEFAULT. Upon the occurrence and continuance of any Event of Default, and the expiration of any applicable cure period, and in every such event:

(A) notwithstanding anything • in the Documents, Lender may, in its sole and arbitrary discretion, declare the principal of and interest on the Note, and all other amounts owed under the Documents, to be forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived; and

(B) Lender may, in its sole and arbitrary discretion, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, exercise all of the remedies of a secured party and mortgage holder under applicable law, including, but not limited to, the UCC, and all of its rights and remedies under the Documents; and

(C) Lender may require Debtors to make the Collateral and the records pertaining to the Collateral available to the Lender at a place designated by the Lender which is reasonably convenient or may take repossession of the Collateral and the records pertaining to the Collateral without the use of any judicial process and without any prior notice thereof to Debtors; and

(D) Except as otherwise provided by law, Lender may, at its option, and in its sole and arbitrary discretion, sell the Collateral at public or private sale upon such terms and conditions as Lender may reasonably deem proper, and Lender may purchase the Collateral at any such sale, and apply the net proceeds, after deducting all costs, expenses and attorneys' fees incurred at any time in the collection of the indebtedness of Debtors to the Lender and in the protection and sale of the. Collateral, to the payment of said indebtedness, returning the remaining proceeds, if any, to Debtors, with Debtors remaining liable for any amount remaining unpaid after such application; and

(E) Lender may, at its option, and in its sole and arbitrary discretion, use, in connection with any assembly or disposition of the Collateral, any trademark, trade name, trade style, copyright, patent right or technical process used or utilized by Debtors; and

(G) Debtors shall, upon the request of the Lender, forthwith upon receipt, transmit and deliver to the Lender in the form received, all cash, checks, drafts and other instruments for the payment of money (properly endorsed, where required, so that such items may be collected by Lender) which may be received by any Debtor at any time in full or partial payment of any Collateral. Debtors shall not commingle any such items which may be so received by Debtors with any other of its funds or property but shall hold them separate and apart from their own funds or property and in trust for the Lender until delivery is made to Lender.

SECTION 6.2. ATTORNEY-IN-FACT. JJpon the occurrence and during the continuation of an Event of Default, Debtors hereby appoint Lender as such Perton's attorney-in-fact, with full authority in such Person's place and stead and in such Person's name or otherwise, from time to time in Lender's sole and arbitrary discretion, to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purpose of this Agreement.

SECTION 6.3. REMEDIES ARE SEVERABLE AND CUMULATIVE. All provisions contained herein pertaining to any remedy of the Lender shall be and are severable and cumulative and in addition to all other rights and remedies available in the Documents, at law and in equity, any one or more may be exercised simultaneously or successively. Any notification required pursuant to this Article or under applicable law shall be reasonably and properly given to Debtors at the address and by any of the methods of giving such notice as set forth in Section 7.3 of this Agreement, at least 10 days before taking any action.

ARTICLE SEVEN. MISCELLANEOUS

SECTION 7.1. NO WAIVER, MODIFICATIONS TN WRITING. No failure or delay on the part of Lender.in exercising any right, power or remedy pursuant to the Documents shall operate as a waiver thereof, nor Shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification, supplement, termination or waiver of any provision of the Documents, nor any consent by Lender to any departure by Debtors therefrom, shall be effective unless the same shall be in writing and signed by Lender. Any waiver of any provision of the Documents and any consent by Lender to any departure by Debtors from the terms of any provision of the Documents shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on Debtors in any case shall entitle Debtors to any other or further notice or demand in similar or other circumstances.

SECTION 7.2. SET-OFF. Lender shall have the right to set-off, appropriate and apply toward payment of any of the Liabilities, in such order of application as Lender may from time to time and at any time elect, any cash, credit, deposits, accounts, securities and any other property of any Debtor which is in transit. to or in the possession, custody or control of Lender, or any agent, bailee, or Affiliate of Lender. Debtors hereby grant to Lender a security interest in all such property.

SECTION 7.3. NOTICES, ETC. All notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing personally delivered or sent by overnight courier or by facsimile machine, and shall be deemed to be given for purposes of this Agreement on the day that such writing is delivered or sent by facsimile machine or one (1) days after such notice is sent by overnight courier to the intended recipient thereof in accordance with the provisions of this Section 7.3. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this. Section 7.3 of this Agreement, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses indicated for such party below:

If to the Debtor(s)	c/o Gen2Media Corporation 8418 Dover View Ln Orlando, FL 32829 Phone: (407) 509-5068 Fax No: (866) 275-0923

If to the Lender:	c/o Tom Hansen Phone: ( ) Fax No.: ( )

SECTION 7.4. COSTS, EXPENSES AND TAXES. Debtors agree to pay all out-of-pocket fees and expenses of Lender (including, but not limited to, UCC Filing and Search Fees and fees and expenses of outside counsel to Lender and paralegals) in connection with-the making of the loans which are the subject of the Note and preparation, administration and enforcement of the Documents and the Liabilities. In addition, Debtors shall pay any and all stamp, transfer and other taxes payable or determined to be payable in connection with the execution and delivery of the Documents and agrees to hold the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the foregoing is brought against Lender, Debtors, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Debtors shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Debtors contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discretion, after 10 days written notice is sent to Debtors, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Debtors immediately upon the Lender's demand therefor, with interest at a rate equal to the highest interest rate set forth in the Note in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Liabilities secured hereunder, The obligations of Debtors under this Section shall survive' the termination of this Agreement and the discharge of the other obligations of Debtors under the Documents.

SECTION 7.5. FURTHER ASSURANCES. Debtor agrees to do such further acts and things and to execute and deliver to Lender such additional assignments, agreements, powers, documents and instruments as Lender may reasonably require or deem advisable to carry into effect the purposes of the Documents, or to confirm unto Lender its rights, powers and remedies under the Documents.

SECTION 7.6. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which counterparts, once they are executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

SECTION 7.7. BINDING EFFECTS- ASSIGNMENT. This Agreement shall be binding upon, and inure to the benefit of, Lender, Debtors and their respective successors, assigns, representatives and heirs. Neither Debtor shall assign any of its rights nor delegate any of its obligations under Documents without the prior written consent of Lender and no such consent by Lender shall, in any event, relieve any Debtor of any of its obligations under the Documents.

SECTION 7.8. HEADINGS. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision of this Agreement and shall not affect the construction of this Agreement.

SECTION 7.9. ENTIRE AGREEMENT. This Agreement, together with the Documents, contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and supersede all prior representations, agreements, covenants and understandings, whether oral or written, related to the subject matter of the Agreement, Except as specifically set forth in this Agreement, Lender makes no covenants to Debtors, including, but not limited to, any commitments to provide any financing to Debtors.

SECTION 7.10. GOVERNING LAW. This Agreement shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be construed in accordance with the laws of the State of Florida.

SECTION 7.11. SEVERABILITY OF PROVISIONS. Any provision of this Agreement which is Prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 7.12. CONFLICT. In the event of any conflict between this Agreement and any of the other Documents, the terms and provisions of this Agreement shall govern and control.

SECTION 7.13. JURISDICTION; WAIVER. DEBTOR ACKNOWLEDGES THAT THIS AGREEMENT IS BEING SIGNED BY THE LENDER IN PARTIAL CONSIDERATION OF LENDER'S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE: TERMS AND PROVISION OF THIS AGREEMENT AND THE DOCUMENTS. DEBTOR CONSENTS TO JURISDICTION IN THE STATE OF FLORIDA AND VENUE IN ANY FEDERAL OR STATE COURT IN THE COUNTY OF ORANGE FOR SUCH PURPOSES AND WAIVES ANY AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT SAID COUNTY IS NOT CONVENIENT. DEBTOR WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST LENDER IN ANY JURISDICTION EXCEPT THE AFORESAID COUNTY AND STATE. LENDER AND DEBTOR HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT TO ANY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE LOANS, THE DOCUMENTS AND/OR THE TRANSACTIONS WHICH ARE THE SUBJECT OF THE DOCUMENTS.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered at Orlando, Florida, as of the date first above written.

GEN2MEDIA CORPORATION,		E360, LLC,
A Nevada Corporation		a Florida Limited Liability Company

By:	/s/	By:	/s/

Nevada	7370	26-1358844
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification No.)
incorporation or organization)	Classification Code Number)

	Large accelerated filer	o	Accelerated Filer	o
	Non-accelerated filer	o	Smaller reporting company	x


Title of Each Class of Securities To Be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Unit (1)(2)			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee

Common Stock offered by our Selling Stockholders (2)		10,875,000		$	0.50		$	5,437,500		$	217.04	(3)

SUMMARY INFORMATION	5

RISK FACTORS	7

USE OF PROCEEDS	12

DETERMINATION OF OFFERING PRICE	12

DILUTION	12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13

LEGAL PROCEEDINGS	18

EXECUTIVE COMPENSATION	19

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	20

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21

DESCRIPTION OF SECURITIES	22

SELLING SHAREHOLDERS	22

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS	23

PLAN OF DISTRIBUTION	24

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	25

INTEREST OF NAMED EXPERTS	26

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES	26

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	27

FINANCIAL STATEMENTS	28

Common stock outstanding before the offering	48,556,644

Common stock offered by selling stockholders	Up to 10,875,000 shares. The maximum number of shares to be sold by the selling stockholders, 10,875,000 represents 22 % of our current outstanding stock. The selling stockholders will offer their shares at $.50 per share until the Company’s shares are quoted on the OTC Bulletin Board and, assuming we secure this annotation, thereafter at prevailing market prices or privately negotiated prices .

Common stock to be outstanding after the offering	Up to 48,556,644 shares

Use of proceeds	We will not receive any proceeds from the sale of the common stock. See "Use of Proceeds" for a complete description.

Risk Factors	The purchase of our common stock involves a high degree of risk. You should carefully review and consider "Risk Factors" beginning on page 7.

Forward-Looking Statements	This prospectus contains forward-looking statements that address, among other things, our strategy to develop our business, projected capital expenditures, liquidity, and our development of additional revenue sources. The forward-looking statements are based on our current expectations and are subject to risks, uncertainties and assumptions. We base these forward-looking statements on information currently available to us, and we assume no obligation to update them. Our actual results may differ materially from the results anticipated in these forward-looking statements, due to various factors.

•		Our ability to continue to attract users to our web sites.

•		Our ability to monetize (or generate revenue from) traffic on our web sites.

•		Our ability to attract advertisers to our program.

•		The amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses, operations and infrastructure.

•		Our focus on long-term goals over short-term results.

•		The results of our investments in risky projects.

•		Our ability to keep our web sites operational at a reasonable cost and without service interruptions.

•		Our ability to achieve revenue goals for partners to whom we guarantee minimum payments or pay distribution fees.

•		Our ability to generate revenue from services in which we have invested considerable time and resources.

	•		our ability to attract and retain management;

	•		our growth strategies;

	•		anticipated trends in our business;

	•		our future results of operations;

	•		our ability to make or integrate acquisitions;

	•		our liquidity and ability to finance our acquisition and development activities;

	•		the timing, cost and procedure for proposed acquisitions;

	•		the impact of government regulation;

	•		estimates regarding future net revenues;

	•		planned capital expenditures (including the amount and nature thereof);

	•		estimates, plans and projections relating to acquired properties;

	•		our financial position, business strategy and other plans and objectives for future operations;

	•		the possibility that our acquisitions may involve unexpected costs;

	•		competition;

	•		the ability of our management team to execute its plans to meet its goals;

	•		general economic conditions, whether internationally, nationally or in the regional and local market areas in which we are doing business, that may be less favorable than expected; and

	•		other economic, competitive, governmental, legislative, regulatory, geopolitical and technological factors that may negatively impact our businesses, operations and pricing.

Name	Age	Position
Mary A. Spio	34	President, Director and CEO
Mark Argenti	35	Secretary, Director and Chief Creative Officer
Richard Brock	53	Chief Financial Officer
Ian McDaniel	33	Treasurer, Director and Chief Technology Officer

Name & Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards($)	Option Awards (1)		Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Mary A. Spio,	2007		0			$	50,667				$	50,667
Chief Executive Officer

Mark Argenti,	2007		0			$	50,667				$	50,667
Chief Creative Officer

Ian McDaniel,	2007		0			$	50,667				$	50,667
Chief Technology Officer

Name (1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards		Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Tom Hansen			$	136,000					136 ,000

Tom Morris			$	136,000					136 ,000

Doug Nagel			$	68,000					68 ,000

·	all directors and nominees, naming them,
·	our executive officers,
·	our directors and executive officers as a group, without naming them, and
·	persons or groups known by us to own beneficially 5% or more of our Common Stock or our Preferred Stock having voting rights:

Name and address of owner	Title of Class	Capacity with Company	Number of Shares Beneficially Owned (1)	Percentage of Class (2)
Mary Spio c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Chief Executive Officer	10,963,014	22.6%

Mark Argenti c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Chief Creative Officer	10,963,013	22.6%

Ian McDaniel c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Chief Technology Officer	10,963,013	22.6%

Vanguard Capital, LLC/Blue Ridge Services, L.P (3) c/o Gen2Media Corporation, 2295 S. Hiawassee Rd., Suite 414 Orlando, FL 32835	Common Stock	Consultant	4,650,000	9.6%

Richard D. Brock 8456 Granada Blvd, S Jacksonville, Florida 32207	Common Stock	Chief Financial Officer	160,000	.3%

All Officers and Directors As a Group (4persons)	Common Stock		33,049,040	67.7%

Stockholder (x)	Shares of Common Stock Included in Prospectus (v)	Beneficial Ownership Before Offering (i) (ii)	Percentage of Common Stock Before Offering (i) (ii)	Beneficial Ownership After the Offering (iii)	Percentage of Common Stock Owned After Offering (iii)
Blue Ridge Service, LP (vi)	500,000	500,000	1%	--	--
Vanguard Capital, LLC (vi)	500,000	4,150,000	8.5%	3,650,000	8.1%
John Schoene	900,000	900,000	1.9%	--	--
Bausman, Paula	25,000	25,000	*	--	--
Byrd, Sr. James	40,000	40,000	*	--	--
Byrd, Patricia (xi)	50,000	50,000	*	--	--
Byrd, Tucker (xii)	250,000	250,000	*	--	--
Cohn, Marshall	25,000	25,000	*	--	--
Ginther, Donnalyn	10,000	10,000		--	--
Hansen, Tom (vii)	2,000,000	2,389,041	4.9%	389,041	8%
Morris Realty (xv)	1,000,000	1,389,041	2.9%	389,041	8%
Portmann, Linda B. (xiii)	150,000	150,000	*	--	--
Riddle, Rebecca	25,000	25,000	*	--	--
Uricchio, Joe and Pauli (xiv)	250,000	250,000	*	--	--
Leasure, Ed	100,000	100,000	*	--	--
Morgan, John	250,000	250,000		--	--
Morris, Julie (xvi)	500,000	500,000	1%	--	--
Morris, Scott (xvi)	500,000	500,000	1%	--	--
Argenti, Maria	10,000	10,000	*	--	--
Argenti, Jeanine	10,000	10,000	*	--	--
Argenti, Peter	10,000	10,000	*	--	--
Wykle, Melissa	10,000	10,000	*	--	--
Lang, Erin	10,000	10,000	*	--	--
Milien, Marie	10,000	10,000	*	--	--
Shoucair, Richard	10,000	10,000	*	--	--
Richard, Kevin	10,000	10,000	*	--	--
Wallis, Steven	10,000	10,000	*	--	--
Shirley, Paul	10,000	10,000	*	--	--
McDaniel, Harry W. (xvii)	10,000	10,000	*	--	--
McDaniel, Donna (xvii)	10,000	10,000	*	--	--
McDaniel, Layla (xviii)	10,000	10,000	*	--	--
Ward, Christopher	20,000	20,000	*	--	--



Ward, Joyce	10,000	10,000	*	--	--
Harris, Kevin	10,000	10,000	*	--	--
Monreal, Ken	10,000	10,000	*	--	--
Ward, Larry	10,000	10,000	*	--	--
Brewer, Jennifer	10,000	10,000	*	--	--
Badie, Roy	10,000	10,000	*	--	--
Badie, Mark	10,000	10,000	*	--	--
Wassell, Donna	100,000	100,000	*	--	--
Morrow, Tim	10,000	10,000	*	--	--
Sanchez, Ramon	10,000	10,000	*	--	--
Leicht, Craig	10,000	10,000	*	--	--
Sichenzia, Ross et. al. (viii)	700,000	700,000	*	--	--
Dan Valladao	150,000	150,000	*	--	--
Paula Bausman	100,000	100,000	*	--	--
Jonathan Keyser	100,000	100,000	*	--	--
Doug Nagel (vii)	1,000,000	1,194,521	2.5%	194,521	.4%
OIC Nominees, Ltd. (xix)	1,000,000	1,000,000	2.1%	--	--
Bill Corbett	200,000	200,000	*	--	--
Mike Jacks	200,000	200,000	*	--	--

Total	10,875,000	15,497,604		--	--

Independent Auditors’ Report	F-3

Consolidated Financial Statements
Consolidated Balance Sheet	F-4
Consolidated Statement of Operations	F-5
Consolidated Statement of Shareholders’ Deficit	F-6
Consolidated Statement of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 - F-17

June 30,	2007

Assets

Current:
Cash and cash equivalents	$	321,497

Total current assets		321,497

Furniture and equipment:
Computer equipment		36,764
Office furniture and fixtures		7,302

		44,066
Less: Accumulated depreciation		(3,521	)

Net furniture and equipment		40,545

Intangibles:
Website platform		397,158
Patents		8,754

Other assets:
Deposits		18,381

Total intangibles and other assets		424,293

	$	786,335

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	54,042
Accrued expenses		25,921
Due to related parties		5,069

Total current liabilities		85,032

Notes payable to related parties		120,000

For the Period From July 21, 2006 (Date of Inception) Through June 30,	2007

Revenues	$	–

Operating expenses		644,034

Minority interest in loss of subsidiary		(21,449	)

Net loss		(622,585	)

Net loss to common shareholders	$	(622,585	)

Basic net loss per common share	$	(0.02	)

Weighted averages shares outstanding		38,915,114

	Class A Common Stock				Additional Paid-In			Deficit Accumulated During Development
	Shares		Amount		Capital			Stage			Total

Balance at July 21, 2006 (date of inception)		–	$	–	$	–		$	–		$	–

Common stock issued to employees in stock exchange on May 17, 2007 (Note 6)		32,500,000		32,500		(7,163	)		–			25,337

Common stock issued for consulting services on May 17, 2007		2,000,000		2,000		198,000			–			200,000

Common stock issued in private placement in June 2007 (Note 6)		7,195,000		7,195		712,305			–			719,500

Common stock subscribed at June 2007		–		–		(100,000	)		–			(100,000	)

Distributions to shareholders		–		–		–			(21,600	)		(21,600	)

Net loss		–		–		–			(622,585	)		(622,585	)

Balance at June 30, 2007		41,695,000	$	41,695	$	803,142		$	(644,185	)	$	200,652

For the Period From July 21, 2006 (Date of Inception) Through June 30,	2007

Cash flows from operating activities:
Net loss	$	(622,585	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation		3,521
Common stock issued for services		200,000
Minority interest in loss of subsidiary		(21,449	)
Net changes in:
Due to related parties		5,069
Accounts payable and accrued expenses		79,963

Net cash used by operating activities		(355,481	)

Cash flows from investing activities:
Investment in website platform		(397,158	)
Investment in patents		(8,754	)
Increase in deposits		(18,381	)
Purchase of furniture & equipment		(44,066	)

Net cash used by investing activities		(468,359	)

Cash flows from financing activities:
Contribution by minority interest		402,100
Proceeds from common stock issuance		644,837
Repayments on related party notes payables		(80,000	)
Loans from related parties		200,000
Distributions to shareholders		(21,600	)

Net cash provided by financing activities		1,145,337

Net increase in cash and cash equivalents		321,497

Cash and cash equivalents, July 21, 2006		–

Cash and cash equivalents, June 30, 2007	$	321,497

Supplemental cash flow information:
Non-cash investing activities:
Issuance of notes payable for website development	$	200,000

June 30,	Useful Lives	2007

Computer equipment	5 years	$	36,764
Office furniture and equipment	7 years		7,302

			44,066
Less accumulated depreciation			(3,521	)

Property and equipment, net		$	40,545

June 30,	2007

Net operating loss	$	249,000

Valuation allowance		(249,000	)

Net deferred tax assets	$	–

Fiscal Year Ended June 30,	2007

Net operating loss	$	(622,585	)

Weighted average shares outstanding - basic		38,915,114

Basic net loss per common share	$	(0.02	)

For the Period From July 21, 2006 (Date of inception) Through June 30 ,		2007

Advertising	$	38,211

Depreciation		3,521

Insurance		20,334

Office maintenance and supplies		26,973

Payroll		59,181

Professional fees		243,753

Programmers		44,260

Rent		31,317

Taxes and licenses		1,533

Telephone		13,480

Travel and entertainment		1,696

Other operating expenses		159,775

TOTAL OPERATING EXPENSES	$	644,034

	6 Months Ended			6 Months Ended			Inception to
	12/31/06			12/31/07			12/31/07

REVENUES	$	-		$	27,559		$	27,559

OPERATING EXPENSES		61,830			1,025,450			1,669,484

MINORITY INTEREST IN LOSS OF SUBSIDIARY		-			(49,895	)		(71,344	)

NET LOSS		(61,830	)		(947,996	)		(1,570,581	)

NET LOSS TO COMMON SHAREHOLDERS	$	(61,830	)	$	(947,996	)	$	(1,570,581	)

BASIC AND DILUTED NET LOSS PER COMMON SHARE		N/A			(0.02	)		(0.04	)

							Deficit
							Accumulated
	Class A				Additional		During
	Common Stock				Paid-In		Development
	Shares		Amount		Capital		Stage			Total

Balance at June 30, 2007	$	41,695,000	$	41,695	$	803,142	$	(644,185	)	$	200,652

Common stock subscription payment received		-		-		100,000		-			100,000

Common stock issued in
private placement		2,800,000		2,800		277,200		-			280,000

Common stock issued in
stock grant for services rendered		700,000		700		69,300		-			70,000

Common stock option compensation cost		-		-		204,315		-			204,315

Net loss		-		-		-		( 947,996	)		( 947,996	)

Balance at December 31, 2007	$	45,195,000	$	45,195	$	1,453,957	$	( 1,592,181	)	$	(93,029	)

		Revenue Recognition Revenue is recognized from advertising on E360live.com, revenue sharing related to our in-store platform and the development of micro sites for clients when services are rendered in accordance with the terms of the agreements provided that the collection of the associated receivable is reasonably assured and there are no remaining significant obligations.

		Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid instruments with original maturities of less than three months to be cash equivalents. The Company places its temporary cash investments with high quality financial institutions. At times, such investments may be in excess of FDIC insurance limits. The Company does not believe it is exposed to any significant credit risk with respect to cash and cash equivalents.

December 31 , 2007	Useful Lives	2007

Computer equipment	5 years	$	66,305
Office furniture and equipment	7 years		7,302

			73,607
Less accumulated depreciation			(9,921	)

Property and equipment, net		$	63,686

December 31 ,	2007

Net operating loss	$	662,000

Valuation allowance		(662,000	)

Net deferred tax assets	$	–

	Shares		Weighted-Average Exercise Price			Weighted-Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Outstanding as of June 30, 2007	$	-		$	-		-	$	0
Granted		9,000,000			.04		3.3		306,000
Exercised		-			-		-		-
Forfeited or expired		-			-		-		-
Outstanding at December 31, 2007		9,000,000		$	.04		3.3	$	306,000

Exercisable at December 31, 2007	$	2,293,973		$	.04		3.3	$	306,000

Year Ended December 31,	2007

Expected volatility		75	%
Dividend yield		0.0	%
Risk-free interest rate		4.1	%
Expected term, in years		5.0

	SIX MONTHS ENDED DECEMBER 31, 2007

Net income (loss) - basic	$	(947,996	)

Weighted average shares outstanding – basic		42,867,826

Basic net income (loss) per common share	$	(0.02	)

Weighted average shares outstanding fully diluted	$	42,867,826

Fully diluted net loss per common share	$	(.02	)

10.	Going Concern	The Company has generated limited revenues and has incurred losses of $947,996 since inception. The Company faces all the risks common to companies in their early stages of development including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The future of the Company hereafter will depend in large part on the Company’s ability to successfully raise capital from external sources to pay for planned expenditures and to fund operations.

		To meet these objectives, the Company has procured a 12% interest only bridge loan in April 2008, for an aggregate amount of $75,000. The Company, since inception, has generated limited revenues however; the Company expects to begin to realize substantial revenue beginning in June 2008. The Company expects to generate revenues from corporate clients and partners in the way of advertising revenue, through the delivery of the client’s content, platform and technology via the internet. The Company feels they will either receive a fee for those services, or will share in the revenue generated from the clients and partners through use of their technology. The Company continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all.

Nature of Expense	Amount
SEC registration fee	$	106.92
Accounting fees and expenses	$	50,000
Legal fees and expenses	$	25,000
TOTAL *	$	75,106.92

Exhibit Number		Description
3.1		Articles of Incorporation of Gen2Media Corporation*

3.2		Articles of Organization of E360 Live, LLC*

3.3		By-laws of Gen2Media Corporation*

5.1		Legality Opinion of Sichenzia Ross Friedman Ference LLP (Filed herewith)

10.1		Form of Subscription Agreement and Investor suitability Representation, as of May 19, 2007*

10.2		Form of Registration Rights Agreement, as of May 19, 2007*

10.3		Form of Lock Up / Leak Out Agreement, dated May 19, 2007*

10.4		Letter Agreement by and between Greatwater Holdings, LLC and E360, LLC, dated April 9, 2007*

10.5		Membership Interest Purchase Agreement by and among certain members of E360, LLC and Gen2Media Corporation*

10.6		Employment Agreement by and between Gen2Media Corporation and Kim Johnson dated August 1, 2007*

10.7		Amendment Number 2 to Employment Agreement by and between Gen2Media Corporation and Kim Johnson dated December 7, 2007*

10.8		Consulting Agreement by and between Vanguard Capital, LLC and Gen2Media Corporation, dated May 10, 2007*

10.9		Amendment to Consulting Agreement by and between Vanguard Capital, LLC and Gen2Media Corporation, dated May 10, 2007*

10.10		Employment Agreement by and between Gen2Media Corporation and Ian McDaniel dated May 1, 2008 (Filed herewith)

10.11		Employment Agreement by and between Gen2Media Corporation and Mark Argenti dated May 1, 2008 (Filed herewith)

10.12		12% Promissory Note, dated April 14, 2008, payable to Tom Hansen, Blue Ridge Services, L.P, and Richard Brock (Filed herewith)

10.13		Security Agreement by and between Tom Hansen, Blue Ridge Services, L.P., Richard Brock, and Gen2Media Corporation, E360, LLC, Mary Spio, Mark Argenti and Ian McDaniel (Filed herewith)

10.14		Employment Agreement by and between Gen2Media Corporation and Mary Spio dated May 1, 2008 (filed herewith)

21.1		List of subsidiaries of the Company*

23.1		Consent of Cross, Fernandez & Riley, LLP (Filed herewith)

23.2		Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)

	GEN2MEDIA CORPORATION

May 14, 2008	By:	/s/ Mary A. Spio
		Mary K. Spio
		Chief Executive Officer
		(Principal Executive Officer)

May 14, 2008	By:	/s/ Richard Brock
		Richard Brock
		C hief Financial Officer
		(Principal financial Officer)

Signature	Title	Date

/s/ Mary A. Spio	Director, President, and Chief Executive Officer	May 14, 2008
Mary A. Spio	(Principal Executive Officer)

/s/ Richard Brock	Chief Financial Officer	May 14, 2008
Richard Brock	(Principal Accounting Officer)

/s/ Mark Argenti	Director, Secretary, and Chief Creative Officer	May 14, 2008
Mark Argenti

/s/ Ian McDaniel	Director, Treasurer, and Chief Technology Officer	May 14, 2008
Ian McDaniel



	By:	/s/ SICHENZIA ROSS FRIEDMAN FERENCE LLP
		SICHENZIA ROSS FRIEDMAN FERENCE LLP

1.		Term of Employment. The period of employment of Employee by the Company under the Agreement (the Employment Period) shall be deemed to have commenced on the Effective Date and shall terminate in accordance with Section 7, however, if not terminated sooner, shall continue until April 30, 2012.
2.		Duties. During her employment by the Company, the Employee shall perform such duties as are customary and typical by an officer and director of a publicly traded company, and shall discharge such duties in a professional and diligent manner at all times, to the best of her abilities. Employee’s employment shall also be subject to the policies maintained and established by the Company, if any, as the same may be amended from time to time. Unless otherwise agreed by the Company and Employee, Employee’s principal place of business with the Company shall be in Orlando, FL. Employee acknowledges and agrees that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and to do no act that would injure the business, interests, or reputation of the Company or any of its Affiliates. In keeping with these duties, Employee shall make full disclosure to the Board of Directors of all business opportunities pertaining to the business of the Company or its Affiliates and should not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates.

3.		Compensation.