8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 18, 2009

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KOWABUNGA! INC.

(Exact name of registrant as specified in its charter)

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Nevada	001-32442	87-0450450
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

15550 Lightwave Drive 3^RD Floor, Clearwater, Florida 33760

(Address of Principal Executive Office) (Zip Code)

(727) 324-0046

 (Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01      Entry Into a Material Definitive Agreement.

 On March 18, 2009, Kowabunga, Inc. (“the Company”) entered into a Second Amendment to Amended and Restated Loan Agreement (the “Loan Agreement”) with Wachovia Bank, N.A. (“Wachovia”). The Loan Agreement amended the Amended and Restated Loan Agreement dated as of February 27, 2008 between Wachovia and the Company and the First Amendment to Amended and Restated Loan Agreement dated June 25, 2008. The Loan Agreement also amended the Amended and Restated Term Promissory Note in the original amount of $5,000,000 dated as of February 27, 2008 (the “Term Note”).  The Loan Agreement reduced the maximum available credit under the revolving loan facility to $8 million as of March 18, 2009 and further reduces the maximum available under the revolving credit facility to $6 million on October 1, 2009.  The maturity date of the Loan Agreement and the Term Note was accelerated fro m February 27, 2011 to March 31, 2010.  The following description of the various terms of the credit and loan facilities does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement which the Company has filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 Interest on the unpaid principal balance of the revolving loan and the Term Note accrues at a rate between LIBOR Market Index Rate plus 4.0% until October 1, 2009 at which time the rate increases to LIBOR Market Index Rate plus 7.0%, provided further that the interest rate shall in no event be less than 7.0%.  Amounts due under the Term Note are payable based on a 36 month amortization of the original amount, with any remaining principal due on March 31, 2010, the Term Note’s maturity. Concurrently, the Company terminated early the interest rate swap agreement with Wachovia which it entered into concurrent with the Term Note. The principal amount of the Term Note will be reduced by the net proceeds to the Company upon the sale if applicable, of any remaining assets still reflected in discontinued operations.

 The Company is limited to borrowings under the revolving facility equal to 2.0 its trailing twelve months pro forma adjusted EBITDA until the earlier of the sale if applicable, of any remaining assets still reflected in discontinued operations or October 1, 2009, at which time the borrowings are limited to 1.5 times its trailing twelve months pro forma adjusted EBITDA.  Further, so long as there remain any amounts outstanding under the credit facility, the Company is required to maintain: (1) a “Total Debt to EBITDA Ratio” of not less than 2.00 to 1.00, calculated quarterly on a rolling four quarters basis; and (2) a “Fixed Charge Coverage Ratio” of not less than 2.50 to 1.00, calculated quarterly on a rolling four quarters basis.  In addition, the Company may not: (a) make capital expenditures during any year exceeding $500,000; (b) incur any additional indebtedness unless approved by Wachov ia; (c) declare or pay dividends unless approved by Wachovia; and (d) arrange for return, cancellation, termination, or replacement of  letters of credit on or before August 21, 2009.  Additionally, so long as the credit facility remains in effect, the Company may not acquire or invest in, directly or indirectly, any business unless approved by Wachovia. The Company may not purchase, redeem, retire or otherwise acquire, directly or indirectly, any stock, securities, or evidence of indebtedness, unless approved by Wachovia.

 Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 23, 2009 (the “Execution Date”), the Company entered into an employment agreement with Gail Babitt (“Executive”) pursuant to which Executive will become the Company’s chief financial officer on March 30, 2009 (the “Start Date”).  Executive will become the Company’s principal financial and accounting officer on the Start Date, at which time Jan Broadwater, the Company’s Director of Finance and Accounting, will cease to serve as the Company’s principal financial and accounting officer.

Ms. Babitt most recently served as Chief Financial Officer of WorldSage, Inc., a global consolidator of post-secondary education institutions, where she helped develop the business model for a start-up business.  

Previously, Ms. Babitt served as Chief Financial Officer for Pamida Stores, a private equity owned national merchandiser operating over 200 stores in 16 states with annualized revenues in excess of $800M.  She was a Partner with Envision Management Group, Inc., a private consulting firm that provides financial consulting services to various industries, Chief Financial Officer for Onstream Media Corporation, a NASDAQ-listed digital asset management and streaming media company, and served as VP of Finance and Corporate Controller for Telecomputing ASA, an Oslo Stock Exchange listed application service provider.  Ms. Babitt began her career with Ernst & Young and Price Waterhouse in the assurance and advisory practice, providing audit services for clients in

diversified industries including entertainment, financial services, retail, technology and communication, with most of her clients being publicly-traded companies.  From there she became a Manager in the Transaction Services Group of PricewaterhouseCoopers (PWC), providing financial due diligence for mergers and acquisitions supporting financial and strategic buyers and sellers.  Ms. Babitt received her Bachelor of Science degree in accounting from Nova Southeastern University and her MBA from Boston University, and is also a Certified Public Accountant.

In connection with entering into the employment agreement, the Company agreed to issue to Executive under Company’s 2005 Long Term Incentive Plan options to purchase 750,000 shares of Company’s common stock, $.001 par value per share. The date of grant of all such options shall be the Execution Date and the exercise price shall equal the greater of the Fair Market Value of Company’s stock as that term is defined in the LTIP or $0.25 per share. These options shall vest one-third per year for each year of Executive’s employment with all such shares vested upon the third anniversary of Starting Date

The employment agreement provides for (i) a term ending March 31, 2012; (ii) base salary equal to $250,000 per annum during the term of the agreement; (iii) a discretionary annual bonus of up to 75% of Executive’s salary commencing in 2009, as determined by Company’s Compensation Committee; (iv) a non-competition and non-solicitation covenant during the term of the employment agreement and for a period of one year thereafter; (v) other benefits that are generally available to the Company’s executive management; (vi) relocation assistance, consisting of the Company paying to Executive $2,000 per month as a temporary Florida housing allowance until Executive sells her home in Omaha, Nebraska, not to exceed twelve (12) months, and reimbursing (a) the reasonable and customary real estate commission not to exceed 6% of the sale price, and closing costs, legal fees and transfer taxes not to exceed $5,000 in the aggregate, which Exec utive actually pays upon the closing of the sale of her current residence, and (b) the reasonable and customary costs of relocation from Omaha, NE area to the Tampa, FL area.  The employment agreement can be terminated (A) by Executive at any time upon not less than ninety-day prior written notice to the Company, (B) by the Company “For Cause” or the disability of Executive, (B) automatically upon the death of Executive, or (C) by Executive for “Good Reason”.

 “For Cause” shall refer to any of the following events as determined in the reasonable  judgment of the Chief Executive Officer: Executive’s gross neglect of or gross negligence in the performance of her duties, including, but not limited to, materially unsatisfactory performance, failure to materially achieve her approved goals and objectives as a result of Executive’s gross neglect or negligence, breach of her duties to Company, demonstrable disloyalty, malfeasance or misfeasance as a officer of Company, or any knowing acts or knowing failures to act which result in material damages to Company or its reputation; (2) Executive’s failure or refusal to follow reasonable instructions given to her by the CEO; (3) Executive’s violation of any provision of Company’s Articles of Incorporation, Bylaws, or of any other stated policies, standards, or regulations; (4) Executive being charged or indicted in regard to any criminal offense, other than a misdemeanor not involving moral turpitude or a minor traffic violation, or sued in civil litigation which in any way materially relates to, or calls into question Executive’s integrity, honesty or fitness, or which interferes with her ability, to perform her duties; (5) Executive’s violation or breach of any material term, covenant or condition contained in this Agreement, which is not cured within 60 days after written notice thereof is received by Executive, if such violation or breach is capable of being cured; (6) Executive failure to disclose to Company any material matters concerning Executive’s background, qualifications, credentials and character which bring into question Executive’s fitness or ability to serve in the position for which she is hired; or (7)  the U.S. Securities and Exchange Commission issues an order prohibiting Executive from acting as an officer of Company.

 “Good Reason” means (i) the failure of Company to pay any material payment due Executive under the compensation provisions of the agreement; (ii) a change of control (as defined in the agreement) has occurred; (iii) Company’s material breach of any material term, covenant or condition contained in the agreement, which is not cured within 60 days after written notice thereof is received by Company; or (iv) involuntary relocation of the Executive more than 50 miles from the Company’s Clearwater, Florida location. 

Except in the case of termination of the employment agreement by reason of death or disability or by reason of a Company termination “For Cause”, in the event that Company terminates this Agreement prior to the end of the term of the agreement, or Executive terminates her employment for Good Reason, Executive shall be paid, on Company’s usual payroll dates, a severance amount equal to the salary and bonus, if any bonus attainment criteria are satisfied post-termination that would have otherwise become due and owing to Executive on such payroll

date through the one (1) year anniversary of the date of Executive’s termination of employment, offset by any compensation earned by Executive from replacement employment during such time period.   

The foregoing description of the terms of Executive’s employment agreement does not purport to be complete and is qualified in its entirety by reference to the agreement which is attached hereto as an exhibit and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
10.1	Second Amendment to Amended and Restated Loan Agreement and Amended and Restated Term Promissory Note dated March 18, 2009 by and between the Company and Wachovia, NA
10.2	Employment Agreement, dated March 23, 2009, by and between the Company and Gail Babitt
99.1	Press Release dated March 24, 2009, entitled “Gail Babitt Joins Kowabunga! as Chief Financial Officer”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THINK PARTNERSHIP INC.
By:	/s/ RICHARD K. HOWE
	Richard K. Howe Chief Executive Officer

Date:  March 24, 2009

EX-10.1

Exhibit 10.1

MASTER CONSENT, SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE AND FIRST AMENDMENT TO AMENDED AND RESTATED TERM PROMISSORY NOTE

MASTER CONSENT, SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT, SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT PROMISSORY NOTE AND FIRST AMENDMENT TO AMENDED AND RESTATED TERM PROMISSORY NOTE (the “Amendment”), dated as of March __, 2009, among Kowabunga! Inc. (formerly known as Think Partnership Inc.), a Nevada corporation (“Borrower”), each of the Guarantors signatory hereto (the “Guarantors”) and Wachovia Bank, National Association (“Bank”).

W I T N E S S E T H:

WHEREAS, Bank has made available to Borrower a secured credit facility pursuant to the terms and conditions of the following:  (i) that certain Amended and Restated Loan Agreement, dated as of February 27, 2008, between Borrower and Bank, as amended by Master Consent to Loan Documents and First Amendment to Loan Agreement and Amended and Restated Revolving Credit Promissory Note dated as of June 25, 2008 and as amended, restated, supplemented or modified from time to time (the “Loan Agreement”); (ii) that certain Amended and Restated Guaranty Agreement, dated as of February 27, 2008, between Borrower, the Guarantors and Bank, as amended, restated, supplemented or modified from time to time (the “Guaranty Agreement”); (iii) that certain Amended and Restated Security Agreement, dated as of February 27, 2008, between Borrower, the Guarantors and Bank, as amended, restated, supple mented or modified from time to time (the “Security Agreement”); (iv) that certain Amended and Restated Revolving Credit Promissory Note in the original principal amount of $15,000,000 dated as of February 27, 2008, executed by Borrower payable to the order of Bank, as amended by Master Consent to Loan documents and First Amendment to Loan Agreement and Amended and Restated Revolving Credit promissory Note dated as of June 25, 2008 and as amended, restated, supplemented or modified from time to time (the “Revolving Credit Note”); (v) that certain Amended and Restated Term Promissory Note in the original principal amount of $5,000,000 dated as of February 27, 2008, executed by Borrower payable to the order of Bank, as amended, restated, supplemented or modified from time to time (the “Term Note”); (vi) that certain Letter of Credit dated September 26, 2007 in the amount of $725,000 (reference number SM227727) (“Letter of Credit #SM227727”); and (vii) all other documents executed in connection therewith, as amended, restated, supplemented or modified from time to time (collectively with the Loan Agreement, the Guaranty Agreement, the Security Agreement, the Revolving Credit Note, the Term Note and Letter of Credit #SM227727, the “Loan Documents”);

WHEREAS, Borrower and Bank entered into that certain ISDA Master Agreement and the Schedule thereto dated as of January 24, 2008 (the “Master Agreement”), and pursuant to the Master Agreement, Borrower and Bank have entered into an interest rate swap transaction

evidenced by that certain Confirmation dated February 28, 2008 (the “Confirmation” and together with the Master Agreement, collectively, the “Swap Agreements”); and

WHEREAS, Borrower and Guarantors have requested that the Bank agree to (i) amend the Loan Agreement, the Revolving Credit Note and the Term Note as further set forth below; and (ii) consent to the potential sale by Borrower of MarketSmart Advertising, Inc. and certain other segments of the business of the Borrower (each, a “Segment Sale”, collectively, the “Segment Sales”).

NOW, THEREFORE, in consideration of the premises and agreements contained herein, the parties hereto hereby agree as follows:

1.

Definitions.  All capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Loan Documents, as amended hereby.  In addition to the terms defined in the Loan Documents, the following term shall have the following meaning for the purposes of this Amendment:

“Swap Agreement Early Termination Amount” shall mean, at any date of determination with respect to a Swap Agreement, the amount determined pursuant to the terms of the Swap Agreements as being payable in respect of an early termination of such Swap Agreement if such Swap Agreement were being terminated as of such date as a result of an event of default or termination event for which Borrower were the defaulting party or sole Affected Party (as such term is defined in the Swap Agreements) (it being understood such amount is based on market conditions and any such amount will be subject to market conditions at the time of the determination).

2.

Amendments.

(a)

Amendments to the Loan Agreement.  

(i)

The “Letters of Credit” paragraph of the Loan Agreement is hereby amended by inserting the following at the end of such paragraph:

Notwithstanding the foregoing, from and after March __, 2009 (a) Bank shall have no further obligation to issue any Letters of Credit nor honor any requests for issuance of Letters of Credit by Borrower, (b) Borrower shall arrange for the return, cancellation, termination or replacement of all outstanding Letters of Credit on or before August 21, 2009, and (c) Bank shall give beneficiaries of outstanding Letters of Credit notices of non-renewal for such outstanding Letters of Credit in accordance with Bank’s customary practices.  Borrower remains obligated to reimburse Bank immediately for any draw on any Letter of Credit.  

(ii)

The “Affirmative Covenants” paragraph of the Loan Agreement is hereby amended as follows:

(1)

by adding the following section at the end of such paragraph:

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Field Exams, Appraisals and other Assessments of Collateral. Bank may obtain, at Borrower’s expense, such appraisals and field exams and other assessments of Collateral as Bank may reasonably request.

(2)

by deleting the “Other Financial Information” section in its entirety and substituting, in lieu thereof, the following:

Other Financial Information. Deliver promptly (i) commencing with the month ending February 28, 2009, a monthly listing of Borrower’s and the Guarantors’ accounts receivables and a detailed aging report (on an aged-by-invoice basis), all in form and substance reasonably satisfactory to Bank and (ii) such other information regarding the operation, business affairs, and financial condition of Borrower and the Guarantors which Bank may reasonably request.

(iii)

The “Negative Covenants” paragraph of the Loan Agreement is hereby amended as follows:

(1)

by inserting the following at the end of the “Permitted Acquisitions” section of such paragraph:

Notwithstanding the foregoing, from and after March __, 2009, purchase, own, invest in or otherwise acquire, directly or indirectly, any capital stock, interests in any partnership, limited liability company or joint venture, or otherwise obtain any equity ownership of any other person or entity unless approved by Bank in its sole discretion.

(2)

by inserting the following at the end of the “Other Investments” section of such paragraph:

Notwithstanding the foregoing, from and after March __, 2009, purchase any stock, securities, or evidence of indebtedness of any other person or entity (including government securities and commercial bank certificates of deposit), unless approved by Bank in its sole discretion.

(iv)

The “Monthly and Quarterly Compliance Certificate” paragraph of the Loan Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

COMPLIANCE CERTIFICATE.  Borrower agrees to deliver a Compliance Certificate (each a “Compliance Certificate”) to Bank: (a) as soon as available but in any event within 45 days after the end of each fiscal quarter, a quarterly Compliance Certificate demonstrating pro forma compliance (including calculations) by Borrower and the Guarantors with each covenant contained in the Financial Covenants paragraph, (b) as soon as available but in any event within 20 days after the end of each month, a monthly Compliance Certificate demonstrating compliance with and the calculations for the determination of the Maximum Availability in accordance with the Availability paragraph in the Revolving Credit Note and (c) at such other times as Bank shall reasonably

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request, in each case, in form and substance reasonably satisfactory to Bank.

(v)

The “Financial Covenants” paragraph of the Loan Agreement is hereby amended as follows:

(1)

by deleting the “Capital Expenditures” section in its entirety and substituting, in lieu thereof, the following:

Capital Expenditures.  Borrower and Guarantors shall not, during any fiscal year, expend on gross fixed assets (excluding the pro forma impact of Permitted Acquisitions consummated during such fiscal year, but including gross leases to be capitalized under generally accepted accounting principles and leasehold improvements), through and including fiscal year ended December 31, 2009, $2,000,000.00 in the aggregate and, $500,000.00 in the aggregate thereafter.

(2)

by inserting the following at the end of the “Limitation on Debt” section of such paragraph:

Notwithstanding the foregoing, from and after March __, 2009, Borrower and Guarantors shall not, directly or indirectly, create, incur, assume or become liable for any additional indebtedness, whether contingent or direct (other than warrants and employee stock options or employee buy-back programs of the Borrower and Guarantors existing as of February 27, 2008, and disclosed in Borrower’s Form 10-Q filed for the period ended September 30, 2007), unless approved by Bank in its sole discretion.

(3)

by inserting the following at the end of the “Dividends and Distributions” section of such paragraph:

Notwithstanding the foregoing, from and after March __, 2009, Borrower shall not declare or pay dividends or make other similar distributions to its shareholders, unless approved by Bank in its sole discretion.”;

(4)

by inserting the following at the end of the “Stock Repurchases” section of such paragraph:

Notwithstanding the foregoing, from and after March __, 2009, Borrower shall not make any Equity Repurchases unless approved by Bank in its sole discretion.

(5)

by inserting the following at the end of the “Calculation of EBITDA” section of such paragraph:

Notwithstanding the foregoing, for periods commencing January 2009, EBITDA shall be further adjusted to include the specific add backs set forth on Exhibit A attached hereto.  For clarification purposes, the add backs set forth under the heading “One-Time Expense” may be added back only in the amounts and during the months set forth on Exhibit A.  For further clarification purposes, the add

4

backs set forth under the heading “Addbacks for Segments to be Sold” may be added back only to the extent that the corresponding Subsidiaries are not yet sold (as permitted under this Agreement) and only in the amounts and during the months set forth on Exhibit A.”.  

(vi)

The Loan Agreement is hereby amended by adding the following new “Exhibit A” attached hereto as Exhibit A.

(b)

Amendments to the Revolving Credit Note.  

(i)

The “Availability” paragraph of the Revolving Credit Note is hereby amended by deleting the first sentence of such paragraph and replacing such sentence with the following:

The aggregate principal of Advances under this Note shall not exceed (the “Maximum Availability”): (A) for the period commencing on the date of this Note and concluding March __, 2009, the lesser (x) of $15,000,000 and (y) 1.75 times the 12 month trailing EBITDA of Borrower, as calculated quarterly by Bank for the preceding Calculation Period (as defined in the Loan Agreement) minus the aggregate outstanding amount under the Term Note; (B) for the period commencing March __, 2009 and concluding on the earlier of (a) the closing date of the sale of MarketSmart Advertising, Inc. or (b) September 30, 2009, the aggregate principal of Advances under this Note shall not exceed the lesser of: (x) $8,000,000 or (y) 2.00 times the 12 month trailing EBITDA of Borrower, as calculated monthly by Bank for the preceding 12 month period minus the aggregate outstanding amount under the Term Note minus the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit minus the aggregate amount of unreimbursed drawings under all Letters of Credit outstanding at such time; and (C) for the period commencing from the earlier of (a) the closing date of the sale of MarketSmart Advertising, Inc. or (b) October 1, 2009, the aggregate principal of Advances under this Note shall not exceed the lesser of: (x) $8,000,000 (provided, however, as of October 1, 2009, such amount shall be reduced to $6,000,000) or (y) 1.50 times the 12 month trailing EBITDA of Borrower, as calculated monthly by Bank for the preceding 12 month period minus the aggregate outstanding amount under the Term Note minus the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit minus the aggregate amount of unreimbursed drawings under all Letters of Credit outstanding at such time.  

(ii)

The “Interest Rate” paragraph of the Revolving Credit Note is hereby amended by inserting, immediately preceding the parenthetical “(the “Interest Rate”), the following:

, provided, that (x) from March __, 2009 through September 30, 2009, the Applicable Margin shall be 4.00% and (y) from and after October 1, 2009 the Applicable Margin shall be 7.00%, provided further, that the Interest Rate during the period from and after January 1, 2009 shall in no event be less than 7.00%

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(iii)

The “Repayment Terms” paragraph of the Revolving Credit Note is hereby amended by deleting “February 27, 2011” and substituting, in lieu thereof, “March 31, 2010”.

(iv)

The Revolving Credit Note is hereby amended by adding the following new “Mandatory Repayment” paragraph after the “Repayment Terms” paragraph:

MANDATORY REPAYMENT.  Upon the sale or liquidation, outside of the ordinary course of business, of a Material (defined below) amount of any Collateral, any Subsidiary or other asset, Borrower shall apply Net Cash Proceeds (defined below) first, to immediately prepay outstanding loans under the Term Note and second, to the extent there are Net Cash Proceeds remaining after fully prepaying the Term Note, to immediately prepay outstanding loans under this Note.  The Maximum Availability under this Note shall be permanently reduced by the gross proceeds of such sale or liquidation as are applied to this Note.  The amount of such mandatory payments will be 100% of the Net Cash Proceeds. “Net Cash Proceeds” shall mean the gross cash proceeds received by Borrower or any Guarantor in connection with any sale or liquidation, outside of the ord inary course of business, of any Collateral, any Subsidiary or other asset less the sum of all income taxes and other taxes asserted by any governmental authority as a result of such sale and any other reasonable actual third party costs of sale approved by Bank  in connection therewith.  “Material” shall mean Net Cash Proceeds in excess of $25,000 for any single such sale or liquidation and Net Cash Proceeds in excess of $100,000 in the aggregate for all such sales or liquidations occurring from and after March __, 2009.

(c)

Amendments to the Term Note.  

(i)

The “Interest Rate” paragraph of the Term Note is hereby amended by deleting the first sentence thereof and replacing such sentence with the following:

Interest shall accrue on the unpaid principal balance of this Note (x) from the date hereof through December 31, 2008 at the LIBOR Rate plus 2.50%, (y) from March __, 2009 through September 30, 2009 at the LIBOR Rate plus 4.00% and (z) from and after October 1, 2009 at the LIBOR Rate plus 7.00%, as that rate may change from day to day in accordance with changes in the LIBOR Rate (the “Interest Rate”), provided, that the Interest Rate during the period from and after March __, 2009 shall in no event be less than 7.00%.  

(ii)

The “Repayment Terms” paragraph of the Term Note is hereby amended by deleting “February 15, 2011” and substituting, in lieu thereof, “March 31, 2010”.

(iii)

The Term Note is hereby amended by adding the following new “Mandatory Repayment” paragraph after the “Repayment Terms” paragraph:

“MANDATORY REPAYMENT.  Upon the sale or liquidation, outside of the

6

ordinary course of business, of a Material (defined below) amount of any Collateral, any Subsidiary or other asset, Borrower shall apply Net Cash Proceeds (defined below) first, to immediately prepay outstanding loans under this Note and second, to the extent there are Net Cash Proceeds remaining after fully prepaying this Note, to immediately prepay outstanding loans under the Revolving Note.  The Maximum Availability under the Revolving Note shall be permanently reduced by the gross proceeds of such sale or liquidation applied to the Revolving Note.  The amount of such mandatory payments will be 100% of the Net Cash Proceeds. “Net Cash Proceeds” shall mean the gross cash proceeds received by Borrower or any Guarantor in connection with any sale or liquidation, outside of the ordinary course of business, of any Collateral, any Subsidiary or other asset less the sum of all income taxes and other taxes asserted by any governmental authority as a result of such sale and any other reasonable actual third party costs of sale approved by Bank in connection therewith.  “Material” shall mean Net Cash Proceeds in excess of $25,000 for any single such sale or liquidation and Net Cash Proceeds in excess of $100,000 in the aggregate for all such sales or liquidations occurring from and after March __, 2009.

(iv)

Schedule A of the Term Note is hereby deleted in its entirety and the new Schedule A attached hereto as Exhibit B is hereby substituted in lieu thereof.

3.

Consent to each Segment Sale; Net Cash Proceeds of each Segment Sale to Bank.  

(d)

Notwithstanding anything contained in the Loan Documents to the contrary, Bank hereby consents to the Segment Sales provided that each of the following conditions are satisfied for each Segment Sale: (i) Borrower shall provide copies of any sale agreements or similar documents to Bank in connection with any Segment Sale, such documents to be in form and substance reasonably satisfactory to Bank, (ii) each Segment Sale shall be consummated in all material respects in accordance with the terms and conditions of such sale agreements provided to Bank, (iii) no material provision of such sale agreements shall have been amended, modified or waived since the date of delivery of such sale agreements to Bank without the prior written consent of Bank, which consent shall not be unreasonably withheld, (iv) Borrower shall provide Bank with copies of such additional documents and information relating to such S egment Sale as Bank shall reasonably request and (v) promptly after receipt thereof, Borrower shall apply Segment Cash Proceeds (as defined below) first, to immediately prepay outstanding loans under the Term Note and second, to the extent there are proceeds remaining after fully prepaying the Term Note, to immediately prepay outstanding loans under the Revolving Credit Note.  The Maximum Availability under the Revolving Credit Note shall be permanently reduced by the gross proceeds of such sale or liquidation applied to the Revolving Credit Note.  The amount of such mandatory payments will be 100% of the Segment Cash Proceeds. “Segment Cash Proceeds” shall mean the gross cash proceeds received by Borrower or any Guarantor in connection with any Segment Sale less the sum of all income taxes and other taxes asserted by any governmental authority as a result of such sale and any other reasonable actual third party costs of sale in connection therewith.

(e)

Upon consummation of any Segment Sale pursuant to the terms and conditions hereunder, to the extent Bank has a lien on any of the assets of such Segment being sold or such

7

Segment being sold is subject to the Guaranty Agreement, Security Agreement or any other Loan Document, Bank shall release such Segment from such Guaranty Agreement, Security Agreement and any other Loan Documents to which it is a party and shall release such liens of such Segment held by Bank and shall promptly execute such documents as may be reasonably requested to evidence such release of liens.

4.

Amendment Fee.  In consideration of the agreements set forth herein, Borrower shall pay to Bank an amendment fee in the amount of $115,000 which amendment fee shall be fully earned on the date hereof (the “Amendment Fee”) and shall be payable (i) $57,500 on the date hereof and (ii) $57,500 to be paid on September 30, 2009, unless all Obligations are paid in full prior to September 30, 2009 in which case payment of the second installment of the Amendment Fee will be waived.  The Amendment Fee is in addition to all other fees, interest, costs and expenses payable in connection with the Loan Documents and may be charged by Bank to any account of Borrower maintained by Bank.  The Amendment Fee shall be fully earned by Bank notwithstanding any failure by Borrower to comply with any other term of this Amendment.  

5.

Reaffirmations by Borrower and the Guarantors.

(a)

Acknowledgment of Obligations.  Borrower and Guarantors hereby acknowledge, confirm and agree that, as of March 11, 2009, (a) Borrower is indebted to Bank in respect of the Revolving Credit Note in the principal amount of $5,413,283.38, (b) Borrower is indebted to Bank in respect of the Term Note in the aggregate principal amount of $2,682,439.15, under Letter of Credit #SM227727 remains outstanding and undrawn in the amount of $725,000, and (d) the Swap Agreement Early Termination Amount was, as of March 11, 2009, $83,460.¹  All such Loans, together with interest accrued and accruing thereon, and all other Obligations, fees, costs, expenses and other charges now or hereafter payable by Borrower to Bank, in accordance with the Loan Documents and the Swap Agreements (including this Agreement), are unconditionally owing by Borrower and Guarantors to Bank wit hout offset, defense or counterclaim of any kind, nature or description whatsoever; and upon early termination of the Swap Agreements, the Swap Agreement Early Termination Amount shall be due and payable without offset, defense or counterclaim of any kind, nature or description whatsoever.  

(b)

Acknowledgment of Security Interests.  Borrower and Guarantors hereby acknowledge, confirm and agree that Bank has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in the Collateral heretofore granted to Bank pursuant to the Loan Documents or otherwise granted to or held by Bank.

6.

Conditions to Effectiveness.  This Amendment shall become effective as of the date when the following conditions have been met (the “Effective Date”):

(a)

Bank shall have received a copy of this Amendment executed by Borrower, the Guarantors and by Bank (whether such parties shall have signed the same or different copies);

———————

¹ Borrower acknowledges that Swap Agreement Early Termination Amounts are only a reasonable estimate may change daily until an early termination date and a settlement amount is determined in accordance with the terms of each of the Swap Agreements.

8

(b)

payment of the Amendment Fee in accordance with Section 54;

(c)

Borrower shall have paid to Bank the Swap Agreement Early Termination Amount without offset, defense or counterclaim of any kind, nature or description whatsoever;

(d)

Bank shall have been reimbursed by Borrower for all reasonable fees and third-party out-of-pocket charges and other expenses incurred in connection with this Amendment and the transactions contemplated thereby, including, without limitation, the reasonable attorneys’ fees and expenses of K&L Gates LLP;

(e)

Bank shall have received any other documents or instruments reasonably requested by Bank in connection with the execution of this Amendment and the transactions contemplated thereby; and

(f)

an officers’ certificate from a duly authorized officer of Borrower certifying, among other things, that attached are true and correct copies of: (i) certificate of the existence of Borrower, issued by the Secretary of State of the jurisdiction of organization, and each other jurisdiction where such Borrower is required to qualify to transact business, (ii) the Bylaws of Borrower, (iii) resolutions adopted by the Board of Directors of Borrower authorizing the execution, delivery and performance of this Agreement, and the other documents and certificates to be delivered in connection herewith; and (iv) the names, incumbency and certified signatures of those persons authorized on behalf of Borrower to sign this Amendment and the other documents and certificates to be delivered in connection herewith.

7.

Representations and Warranties.  After giving effect to the amendments set forth herein, Borrower and each Guarantor hereby certifies that (a) each of the representations and warranties set forth in the Loan Agreement, the Revolving Credit Note, the Term Note, the Guaranty Agreement, the Security Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof as if fully set forth herein (except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date), (b) no Default has occurred and is continuing as of the date hereof and (c) the execution, delivery, and performance of this Amendment have been authorized by all requisite corporate action.

8.

Confirmation of all Loan Documents.  By their execution hereof, Borrower and each Guarantor hereby expressly (a) consents to the modifications, consents and amendments set forth in this Amendment, (b) reaffirms all of its respective covenants, representations, warranties and other obligations set forth in the Loan Agreement, the Revolving Credit Note, the Term Note, the Guaranty Agreement, the Security Agreement and each of the Loan Documents to which it is a party and (c) acknowledges, represents and agrees that its respective covenants, representations, warranties and other obligations set forth in the Loan Agreement, the Revolving Credit Note, the Term Note, the Guaranty Agreement, the Security Agreement and each of the Loan Documents to which it is a party remain in full force and effect.

9

9.

Release.  

(a)

In consideration of the agreements of Bank contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Guarantors, each on behalf of itself and its successors, assigns, and other legal representatives hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Bank, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Bank and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Guarantor or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever that arose or has arisen at any time on or prior to the day and date of this Amendment, for or on account of, or in relation to, or in any way in connection with any of the Loan Agreement, the Swap Agreements, the other Loan Documents or this Amendment or transactions thereunder or related thereto.

(b)

Borrower and Guarantors each understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding that may be instituted, prosecuted or attempted in breach of the provisions of such release.

(c)

Borrower Guarantors each agrees that no fact, event, circumstance, evidence or transaction that could now be asserted or that may hereafter be discovered that relate to conduct prior to the date of this Amendment shall affect in any manner the final, absolute and unconditional nature of the release set forth above.

10.

Covenant Not to Sue.  Borrower and Guarantors, each on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Borrower pursuant to Section 9 above.  If Borrower or any Guarantor, or any of their respective successors, assigns or other legal representatives, violates the foregoing covenant, Borrower and Guarantors, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys' fees and costs incurred by any Releasee as a result of such violation.

11.

Miscellaneous.  

(a)

This Amendment is limited and, except as set forth herein, shall not constitute a modification, acceptance or waiver of any provision of the Loan Agreement, the Revolving

10

Credit Note, the Term Note, any Loan Document or any other document or instrument entered into in connection therewith.

(b)

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement, and the signature pages from any counterpart may be appended to any other counterpart to assemble fully-executed counterparts.  Counterparts of this Amendment may be exchanged via electronic means, and a facsimile of any party's signature shall be deemed to be an original signature for all purposes.

(c)

This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of North Carolina without giving effect to the conflicts of law provision thereof.

(d)

On and after the effectiveness of this Amendment, each reference in the Loan Agreement, the Revolving Credit Note, the Term Note or any other Loan Document shall mean and be a reference to the Loan Agreement, the Revolving Credit Note, the Term Note and any other Loan Document as amended by this Amendment.  This Amendment constitutes a “Loan Document”.

[Signature Page Follows]

11

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.

[CORPORATE SEAL]	KOWABUNGA! INC. (formerly known as THINK PARTNERSHIP INC.), a Nevada corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	CHERISH, INC., a Florida corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	CHECKUP MARKETING, INC., a North Carolina corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	RIGHTSTUFF INC., a North Carolina corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO

[CORPORATE SEAL]	MARKETSMART ADVERTISING, INC., a North Carolina corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	OZONA ONLINE NETWORK, INC., a Florida corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	KOWABUNGA MARKETING, INC., a Michigan corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	PRIMARYADS, INC., a New Jersey corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	REAL ESTATE SCHOOL ONLINE INC., a Florida corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO

[CORPORATE SEAL]	VINTACOM FLORIDA, INC., a Florida corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	MOREX MARKETING GROUP, LLC, a New York limited liability company
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	LITMUS MEDIA, INC., a Missouri corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	ILEAD MEDIA LLC, a Delaware limited liability company
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO

[CORPORATE SEAL]	VALIDCLICK, INC., a Missouri corporation
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO
[CORPORATE SEAL]	SECOND BITE, LLC., a Kansas limited liability company
	By:	/s/Richard Howe
	Name:	Richard Howe
	Title:	CEO

[CORPORATE SEAL]	WACHOVIA BANK, NATIONAL ASSOCIATION
	By:
	Name:	C. Douglass Riddle
	Title:	Senior Vice President

EXHIBIT A

EBITDA Reconciliation

See Attached.

EXHIBIT B

Schedule A to the Term Note

See Attached.

SCHEDULE A

The Note will be paid in the principal amounts plus accrued interest on the dates as shown below:

Payment Due Date	Principal Payment Due	Remaining Principal Outstanding (following scheduled principal payment)
Feb 27, 2008	0.00	5,000,000.00
Mar 27, 2008	128,298.12	4,871,701.88
Apr 28, 2008	126,512.64	4,745,189.24
May 27, 2008	129,509.18	4,615,680.06
Jun 27 2008	128,611.79	4,487,068.27
Jul 28 2008	129,265.21	4,357,803.06
Aug 27, 2008	130,636.14	4,227,166.92
Set 29, 2008	129,200.08	4,097,966.84
Oct 27, 2008	133,256.90	3,964,709.94
Nov 28, 2008	131,269.31	3,833,440.63
Dec 29, 2008	132,586.00	3,700,854.63
Jan 27, 2009	134,472.67	3,566,381.96
Feb 27, 2009	133,942.81	3,432,438.15
Mar 27, 2009	136,310.93	3,296,128.22
Apr 27, 2009	135,315.85	3,160,812.37
May 27, 2009	136,521.35	3,024,291.02
Jun 29, 2009	135,705.64	2,888,585.38
Jul 27, 2009	138,806.61	2,749,778.77
Aug 27, 2009	138,091.61	2,611,687.16
Set 28, 2009	138,365.16	2,473,322.00
Oct 27, 2009	140,306.86	2,333,015.14
Nov 27, 2009	140,209.00	2,192,806.14
Dec 28, 2009	140,921.34	2,051,884.80
Jan 27, 2010	141,973.58	1,909,911.22
Feb 26, 2010	142,671.61	1,767,239.61
Mar 31, 2010	1,767,239.61	0.00

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 23, 2009, is by and between KOWA!BUNGA, INC., a Nevada corporation (“Company”) and Gail L. Babitt, an individual residing 13518 Decatur Circle, Omaha, Nebraska. 68154 (“Executive”).

WHEREAS, Company desires to employ Executive, and Executive desires to accept such employment, pursuant to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, as well as for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.             Employment.  Company hereby employs Executive, and Executive accepts such employment, in accordance with the terms and conditions hereinafter set forth. Executive shall primarily work from the Company’s principal offices at 15550 Lightwave Drive, 3^rd Floor, Clearwater, Florida 33760 (the “Location”), or at other offices or locations as may subsequently be designated by Company.  Executive shall relocate her permanent residence to the Tampa Bay area as soon as practical, to reside within daily commuting distance from Company’s Location.  Executive’s commencing employment is contingent upon a background and credit check satisfactory to Company in its sole and absolute discretion, and Executive hereby gives her consent for any and all such checks.  The Company represents that it will keep the results of all such background and credit checks confidential and not disclose any information obtained therefrom to any third parties without the Executive’s prior written consent.

2.             Duties.  As of March 30, 2009 (the “Start Date”) until such time as the Chief Executive Officer (the “CEO”) may, in his sole and absolute discretion, otherwise decide, Executive shall be employed as Chief Financial Officer (“CFO”) and, while she serves as CFO, subject to such travel as the rendering of services hereunder may require, and Executive shall perform and discharge well and faithfully the duties which may be assigned to her from time to time by the CEO in connection with the conduct of Company’s businesses to provide technology driven marketing solutions over the internet to businesses and individuals (the “Business”). Executive shall report directly to the CEO. The duties of Executive shall be those that are customarily performed by a Chief Fi nancial Officer of the same or similar title at a public company, together with such additional, supplemental or alternative duties as may from time to time be required provided such additional duties are reasonably related to the scope of employment of Executive and her title.  

3.             Extent of Services.  During the Term (as defined in Section 5), Executive shall expend 100% of Executive’s available working time and best efforts exclusively on Company matters and the Business, expending such time as is required to perform Executive’s duties for Company to the highest standards, and shall not be engaged (whether during normal business hours or otherwise) in any other business or professional activity, except as provided in Section 8 of this Agreement.  Executive shall at all times faithfully, industriously, and to the best of Executive’s ability, experience, and talent, perform all duties that may be required of and from Executive pursuant to the express terms of this Agreement. Executive shall travel on Company business as often and to the extent required or appropriate for Executive
46;s position and the needs of the Business.  

4.             Compensation. 

(a)

Salary.  For all services rendered by Executive under this Agreement, Company shall pay Executive for the period from the Start Date through Term of this Agreement, as hereinafter defined, an annual base salary in an amount equal to two hundred and fifty thousand dollars ($250,000) (“Salary”).  Executive shall be paid in accordance with the customary payroll practices of Company, subject to such deductions and withholdings as may be required by law or agreed to by Executive. Any raises, bonuses or additional amounts paid to Executive during the Term (as hereinafter defined) shall be solely within the discretion of the CEO in accordance with guidelines prescribed by the Company’s Compensation Committee and shall not to any extent increase the amount payable to Executive by Company pursuant to Section 6(e) of this Agreement.

(b)

Bonus.  Executive shall be eligible for a discretionary annual bonus of up to 75% of Salary commencing in 2009, as determined by Company’s Compensation Committee using 85% to 110% attainment criteria (“Bonus”). Under no circumstances is any Bonus to any extent guaranteed or assured.  Bonus payment shall be tied to meeting the results as documented in Company’s external plan.

(c)

Stock Options.  Upon Executive’s executing and delivering this Agreement, (which date shall be the “Execution Date”) and actually commencing work at the Location, Executive shall be entitled to receive an option grant under Company’s 2005 Long Term Incentive Plan (“LTIP”) to purchase the 750,000 shares of Company’s common stock, $.001 par value per share.  These options shall vest one-third per year for each year of Executive’s employment with all such shares vested upon the third anniversary of Starting Date (“Vesting Options”).  The term of the Vesting Options shall be five (5) years from the date of Grant, not to exceed the expiration of the LTIP.  The date of grant of all such options shall be the Execution Date and the exercise price shall equal the greater of the Fair Market Value of Co mpany’s stock as that term is defined in the LTIP or $0.25 per share. Should there be a change in control of Company prior to all the Executive’s options having vested and the Executive is thereafter terminated without “For Cause” (as hereinafter defined), or Executive’s salary or bonus is diminished or Executive’s duties and responsibilities, or operational authority are materially diminished, during the one year period following a Change in Control (a “Change of Control Event”), then the Vesting Options shall be deemed to vest in full and become immediately exercisable.

(d)

Benefits.  During the term of her employment, Executive shall be generally entitled to participate at the highest Company paid level in benefit plans or programs which are generally made available to executives of Company, subject to all of the rules, regulations, terms and conditions applicable thereto, these include vacation time, health care plans, retirement plans and any other benefits made available to other executives.  Executive shall be entitled to fifteen (15) paid-time-off days per year, to be used per Company policy, and up to eight (8) paid holidays and two (2) “floater” holidays per year, all pro-rated or limited to remaining holidays during the first year of employment.  No benefit plans or programs are guaranteed; any and all such plans may be terminated at any time for any reason with or without notice.  Company shall hav e the right at any time to put into place arrangements pursuant to which some or all of Executive’s compensation and/or benefits set forth above shall be provided to Executive by or through other companies affiliated with Company (rather than directly by Company), and Executive shall fully cooperate with such arrangements and shall promptly sign such documents and take all such other actions as shall be deemed necessary by the legal counsel for Company in order to facilitate such arrangements.

(e)

Relocation Assistance.  Company will pay to Executive up to $2,000 per month as a temporary Florida housing allowance until Executive sells her home in Omaha, NE, not to exceed twelve (12) months.  Company will reimburse the Executive for (a) the reasonable and

customary real estate commission not to exceed 6% of the sales price or $21,000, and closing costs, legal fees and transfer taxes not to exceed $5,000 in the aggregate, which Executive actually pays upon the closing of the sale of her current residence, and (b) the reasonable and customary costs of relocation from Omaha, NE area to the Tampa, FL area based on the average of three competitive bids.  The Executive will use her best efforts to minimize her costs of relocation to not more than fifty thousand dollars ($50,000).  If Executive voluntarily resigns from Company within the first twelve (12) months from the Execution Date, the Executive shall reimburse Company for the full commission and relocation amounts hereby paid to her. The Company will not unreasonably withhold moving expenses in the event that the expenses for moving exceed $50,000.

(f)

Business Expense Reimbursement.  Executive is authorized to incur reasonable expenses in carrying out her duties and responsibilities under this Agreement, including, without limitation, expenses for travel, entertainment, maintenance of licensing, education, certification and training as deemed necessary up to a maximum of two thousand dollars ($2,000) annually and similar items directly related to her duties and responsibilities (“Business Expenses”). Company may, at Company’s sole option, provide Executive with a Company corporate credit card to be used by Executive strictly to pay for ordinary and usual Business Expenses and Company agrees to pay the monthly credit card bills for all approved charges. Executive shall charge absolutely no personal expenses to such credit card and all “points” or other benefits resulting from card usage shall belong to Company. Company will reimburse Executive for all reasonable out-of-pocket Business Expenses incurred by the Executive upon presentation by Executive, from time to time, of accounts of such expenditures (appropriately itemized and approved consistent with the Company’s policy).

5.             Term.  The term of this Agreement (the “Term”) shall commence on the Start Date and shall continue until the earlier of (a) March 31, 2012 or (b) the employment of Executive is terminated in accordance with Section 6 of this Agreement.  The Term of this Agreement may be extended upon the mutual agreement of Company and Executive.  Six (6) months prior to the end of the original or any extended Term, Company and Executive shall each then inform the other whether it or she is willing to further extend the Term.

6.             Termination of Employment.

(a)

Death or Disability of Executive.  The employment of Executive under this Agreement shall terminate upon her death or, at the option of Company, if Executive shall have failed to fully perform, or be unable to fully perform her duties hereunder as a result of her disability or illness, for any cumulative and not necessarily consecutive sixty (60) days during any 360 day period. Upon termination pursuant to this subsection, Executive

shall only be entitled to be paid Salary, Bonus and expense reimbursements earned or accrued through the date of termination, and no severance payment shall be due or payable to Executive in such event.  For purposes of this Agreement, Executive’s failure to fully perform her duties hereunder as a result of her disability or illness shall be determined by Company based upon the advice of a reputable licensed physician in the Tampa/Clearwater metropolitan area mutually acceptable to Executive and Company, which consent shall not be unreasonably withheld, conditioned or delayed.  Executive shall promptly present herself to, and shall fully cooperate with, such physician for examination and for any and all related medical tests.

(b)

Termination “For Cause”.  Company shall have the right to terminate the employment of Executive under this Agreement “For Cause” (as such term is defined below) at any time without further liability or obligations to Executive, excepting only that Executive shall be entitled to be paid for accrued Salary, Bonus and expense reimbursements earned or accrued through the date of termination, and absolutely no Severance (as that term is hereinafter defined) shall be due or payable to Executive in such event. For purposes of this Agreement, “For Cause” shall refer to any of the following events as determined in the reasonable judgment of the CEO: (1) Executive’s gross neglect of or gross negligence in the performance of her duties, including, but not limited to, materially unsatisfactory performance, failure to materiall y achieve her approved goals and objectives as a result of Executive’s gross neglect or negligence, breach of her duties to Company, demonstrable disloyalty, malfeasance or misfeasance as a officer of Company, or any knowing acts or knowing failures to act which result in material damages to Company or its reputation; (2) Executive’s failure or refusal to follow reasonable instructions given to her by the CEO; (3) Executive’s violation of any provision of Company’s Articles of Incorporation, Bylaws, or of any other stated policies, standards, or regulations; (4) Executive being charged or indicted in regard to any criminal offense, other than a misdemeanor not involving moral turpitude or a minor traffic violation, or sued in civil litigation which in any way materially relates to, or calls into question Executive’s integrity, honesty or fitness, or which interferes with her ability, to perform her duties; (5) Executive’s violation or breach of any material term, covenant or con dition contained in this Agreement, which is not cured within 60 days after written notice thereof is received by Executive, if such violation or breach is capable of being cured; (6) Executive failure to disclose to Company any material matters concerning Executive’s background, qualifications, credentials and character which bring into question Executive’s fitness or ability to serve in the position for which she is hired; or (7)  the U.S. Securities and Exchange Commission (the “SEC”)

issues an order prohibiting Executive from acting as an officer of Company.

(c)           Termination for Good Reason.  Executive shall have the right to terminate her employment with Good Reason.  “Good Reason” means (i) the failure of Company to pay any material payment due Executive under Section 4 hereof; (ii) a Change of Control Event has occurred; (iii) Company’s material breach of any material term, covenant or condition contained in this Agreement, which is not cured within 60 days after written notice thereof is received by Company; or (iv) involuntary Relocation of the Executive more than 50 miles from the Location.  

(d)

Voluntary Termination other Than for Good Reason.  Executive may otherwise voluntarily resign and terminate her employment at any time and the Executive would not be entitled to Severance, as hereinafter defined, provided that under all circumstances she gives not less than ninety (90) days prior written notice to Company, time being of the essence, regarding which Company may waive or shorten any portion of such resignation notice period in Company’s sole and absolute discretion, but Executive will be paid in full for the ninety (90) day period.

(e)           Compensation Due Upon Termination.  In the event that Company or Executive terminates this Agreement for any reason whatsoever, Executive shall be paid (less all applicable deductions) all earned and accrued Salary and expense reimbursements earned or accrued for services rendered up to the date of termination. Executive shall also be entitled to receive a pro-rata bonus based upon the Bonus she would subsequently have earned for the year in which Executive’s employment was terminated, if any, paid on the original date such bonus would have been payable.

(f)           Severance Payment; Limitation of Liability.  Except in the case of termination pursuant to Section 6(a) (Death or Disability of Executive) or Section 6(b) (Termination “For Cause”), in the event that Company terminates this Agreement prior to the end of the Term, or Executive terminates for Good Reason, Executive shall be paid, on Company’s usual payroll dates, a severance amount (“Severance”) equal to the lesser of (a) the Salary and Bonus, if any Bonus attainment criteria are satisfied post-termination, less all applicable deductions, that would have become due and owing to Executive on such payroll date through the one (1) year anniversary of the date of Executive’s termination of employment (the “Severance Period”), as if Executive’s employment with Compan y had not been terminated prior thereto or (b) if at any time during the Severance Period Executive shall obtain any other compensation for her labor or services, Severance which otherwise would have been payable to Executive but for such other compensation, shall be reduced so that only the net positive difference, if any, between the cumulative Salary amount

which Company would have paid and the total compensation received or receivable as a result of Executive’s labor or services shall be paid to Executive.  During the Severance Period, Executive shall notify Company in writing of all such other compensation not later than the date such compensation commences to be earned or accrued.  In no event shall Company’s liability to Executive exceed the amount of Severance payable under this Agreement, whether such claims is based in law or in equity nor shall Company be liable to Executive or any third party claiming from, through or concerning, Executive for any damages, whether indirect, special, incidental, or consequential damages, including lost profits, in excess of Severance.  

7.             Non-Competition, Non-Solicitation and Non-Disparagement.

(a)           Executive acknowledges that the services to be performed by her under this Agreement are of a special, unique, unusual, extraordinary and intellectual character, and the provisions of this Section 7 are reasonable and necessary to protect the Business.

(b)           In consideration of the foregoing acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided to Executive by Company, Executive covenants that she will not, during the term of this Agreement and for a period of one (1) year thereafter, directly or indirectly:

(1)           except in the course of her employment hereunder, and except as permitted by Section 8 hereof, engage or materially invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control of, be employed by, associated with, or in any manner connected with, any business whose products or services materially compete with the products or services of Company or any of its affiliated companies including, without limitation, any parent, subsidiary or other corporately related entitythat directly or indirectly controls, or is under common control with, or is controlled by, such specified entity (a “Company Affiliate”).  As used in this definition, “control” (including, wit h its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of the management or policies (whether through ownership of securities or partnership or other ownership interests, by contract, or otherwise);or

(2)           whether for Executive’s own account or for the account of any other person, solicit business of the same or similar type as the Company’s Business or the business of any Company Affiliate, from any person or entity known by Executive to be a customer of Company or any Company Affiliate, whether or not Executive had

personal contact with such person or entity during and by reason of Executive’s employment with Company; or

(3)           whether for Executive’s own account or the account of any other person (i) solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of Company or any Company Affiliate at any time during the  term of this Agreement or in any manner induce or attempt to induce any employee of Company or any Company Affiliate to terminate his/her employment with Company or Company Affiliate, or (ii) materially interfere with Company’s or any Company Affiliate relationship with any person or entity, including any person or entity who at any time during the term of this Agreement was an employee, contractor, supplier or customer of Company or any Company Affiliate.

 (c)           If any covenant of this Section 7 is held to be unreasonable, arbitrary or against public policy, such covenant shall be considered to be divisible with respect to scope, time and geographic area, and such lesser scope, time or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary and not against public policy, shall be effective, binding and enforceable against Executive.

(d)           Executive acknowledges and agrees that should Executive transfer between or among Company and a Company Affiliate wherever situated, or otherwise become employed by any Company Affiliate, or should she be promoted or reassigned to functions other than the duties set forth in this Agreement, or should Executive’s compensation and benefit package change (either higher or lower), the terms of this Section 7 shall continue to apply with full force.

(e)           Executive agrees and acknowledges that Company does not have an adequate remedy at law for the breach or threatened breach by Executive of this Section 7 and agrees that Company may, in addition to the other remedies which may be available to it under this Agreement, file suit in equity to enjoin Executive from such breach or threatened breach.

(f)

Notwithstanding the foregoing, except in the case of termination pursuant to Section 6(a) (Death or Disability of Executive) or Section 6(b) (Termination “For Cause”), in the event that (i) Company terminates this Agreement prior to the end of the Term, or Executive terminates for Good Reason and (ii)  Company has not paid to Executive the Severance payable pursuant to Section 6(e) (Severance Payment; Limitation of Liability), which is not cured and made current within 30 days after written

notice thereof is received by Company, then and in lieu of Severance Executive may instead elect, in written notice given to Company, to waive any Severance which may otherwise be due and owing to Executive pursuant to Section 6(e) above in exchange for the restrictions of Section 7(b) being deemed null and void and unenforceable against Executive, and Company shall not attempt to enforce the same following Executive’s election.

8.             Certain Representations.  Executive acknowledges that as a publicly traded company that is subject to the provisions of the Sarbanes-Oxley Act of 2002, Company and its subsidiaries are subject to close scrutiny regarding their activities, internal financial controls, and public comments and disclosures. To appropriately protect Company and its subsidiaries, Executive expressly acknowledges and agrees as follows:

(a)           Executive’s employment by Company shall be full-time employment.  Except as expressly  provided herein, during the period of such employment by Company, Executive shall not have, provide or perform any work, advice, assistance, services, consultation, analysis, input, participation, or interest whatsoever (including but not limited to any financial interest, direct or indirect, legal or beneficial) in or for the benefit of any corporation, partnership, joint venture, limited liability company, sole proprietorship, or any other entity whatsoever, whether for-profit or non-profit and regardless of whether or not such entity competes against the Business; provided, however, that the provisions of this Section 8 shall not be construed as preventing Executive from engaging in a reasonable level of charitable acti vities or from investing her personal assets in passive real estate investments or in publicly traded stocks.  Any stock investment shall be limited to securities listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934 of enterprises which do not compete with Company or any Company Affiliate or the Business.  Executive may not purchase or otherwise acquire more than one percent (1%) of any class of securities of any such public enterprise and may not participate in the activities of such enterprise or provide any work, services or assistance on the part of Executive in the operation or the affairs of the enterprises in which such investments are made and in which her participation shall be limited solely to that of a passive investor.  All such volunteer activities and investments shall not interfere with the performance of Executive’s work and duties for Company, as determined by the Board in its sol e and absolute discretion.

(b)           During Executive’s employment and at any time following any termination of Executive’s employment by Company for any reason and

under any circumstances whatsoever, except as otherwise required by law or compelled by a court of competent jurisdiction, Executive shall not:

(1)           make any public or private disclosures regarding Company, any Company Affiliate or any Company Related Party (as hereinafter defined), including material non-public information, except disclosures of such information as may be appropriate and approved for disclosure by the CEO, or has been previously publicly disclosed by Company from time to time in press releases or in filings with the United States Securities and Exchange Commission, pursuant to all applicable laws, rules and regulations applicable to Company, any Company Affiliate, any Company Related Party or Executive in her position, including, but not limited to, all Company policies and procedures and US federal securities laws and pronouncements of the Securities and Exchange Commission (collectively with the broadest interpretation, “Laws”), and, regar ding any new disclosures to be made by Executive, only after consultation with Company’s general counsel, senior executive staff and/or the Board as appropriate; and

(2)           make any statements, engage in any conduct, or create, author, issue, publish or disseminate any communication including, without limitation, to Company’s clients, prospective clients, employees, affiliates, network members, publishers, customers and vendors) that could be constructed by a reasonable person to be derogatory, disparaging, embarrassing, or negative as to Company, any Company Affiliate, or any of their respective shareholders, officers, directors, employees, attorneys, representatives or agents (collectively, a “Company Related Party”) or which to any extent materially damages or materially interferes with the business and affairs of any Company Related Party, or materially impairs the good will, business or personal reputation or good name of any of them.  This prohibition shall apply to all communication or conduct of any type, whether oral or written, without regard to the particular medium or media in which such communication or conduct occurs.

(c)           Executive further represents, warrants and covenants that:

(1)          Executive is not subject to any contract, non-compete agreement, decree or injunction which prohibits or restricts her performance of the duties set forth herein with Company, the continued operation of the Business or, to the knowledge of the Executive, the expansion thereof to other geographical areas, customers and suppliers or lines of business; and

(2)          No claims or lawsuits are pending at the time of this Agreement against Executive or to the knowledge of the Executive

against any corporation or other entity wherein she was previously or is an officer or director.

(3)          Executive is fully eligible to serve as the top executive of a US public company and fully in compliance, and hereafter shall fully comply, with all Laws.  

(d)           If during the period of her employment by Company, Executive violates this Section 8 or any of the representations, warranties and covenants made by Executive in this Section 8 prove to be false, then following discovery of the violation or falsehood, Executive shall immediately pay and turn over to Company any and all software, software programs, other work product, copyrights, domain names, contract rights, accounts receivable, cash, stock, options, warrants, membership interests, other interests, salary, bonuses, royalties, commissions, fees and any and all other assets, consideration and compensation of any nature whatsoever which has been obtained by Executive or any of her immediate family members or affiliates (directly or indirectly, legally or beneficially) in regard to such violation.

9.             Nondisclosure of Proprietary Information.  Executive shall not, either during or at any time after her employment with Company, disclose to anyone outside Company or use other than for the purpose of the Business, any Proprietary Information (as defined below) or any information received in confidence by Company from any third party. For purposes of this Agreement, “Proprietary Information” is information and data, whether in oral, written, graphic, or machine-readable form relating to Company’s or any Company Affiliate’s past, present and future businesses, including, but not limited to, computer programs, routines, source code, object code, data, information, documentation, know-how, technology, designs, procedures, formulas, discoveries, inventions, trade secrets, improvements, concepts, ideas, p roduct plans, research and development, personnel information, financial information, customer lists and marketing programs and including, without limitation, all documents marked as confidential or proprietary and/or containing such information, which Company or any Company Affiliate has acquired or developed and which has not been made publicly available by Company.  In additional, Executive shall execute and deliver Company’s standard terms and conditions of employment agreement required of all employees and shall be equally bound by the terms, conditions and requirements thereof.

10.           Return of Company Property.  Promptly following the termination of Executive’s employment with Company or upon the earlier request of Company, Executive shall deliver to Company all property and materials belonging to Company, including, but not limited to, all materials containing or relating to any Proprietary Information in any written or tangible form that Executive may have in

her possession or control, the originals of notes, sketches, drawings, specifications, memoranda, correspondence, files, documents, records, data, inventions, notebooks, computers, telephonic or other electronic equipment, laptop docking stations, PDAs, routers, printers, facsimile machines, monitors, portable computer storage devices and media keys and all passwords or pass codes, however described and without limitation and without making or keeping any copies thereof then in Executive’s possession or under Executive’s control, whether prepared by Executive or by others.

11.           Ownership of Work Product.  Executive hereby assigns to Company her entire right, title and interest in all “Developments”.  “Developments” means any and all intellectual property, including but not limited to any idea, invention, design of a useful article (whether the design is ornamental or otherwise), computer program including source code and object code and related documentation, and any other work of authorship, or audio/visual work, written, made or conceived solely or jointly by Executive during Executive’s employment with Company, whether or not patentable, subject to copyright or susceptible to other forms of protection that relate to the actual or anticipated businesses or research or development of Company; suggested by or result from any task assigned to Executive or work perform ed by Executive for or on behalf of Company; or created on or off Company’s premises or during or outside of Executive’s normal work hours. Executive acknowledges that the copyrights in Developments created by her in the scope of her employment belong to Company by operation of the law, or may belong to a customer of Company pursuant to a contract between Company and such customer. Developments shall be given the broadest and most expansive interpretation in favor of Company.  In connection with any of the Developments assigned above, Executive agrees to promptly disclose them to Company, and Executive agrees, on the request of Company, to promptly execute separate written assignments to Company and to do all things reasonably necessary to enable Company to secure patents, register copyrights or obtain any other forms of protection for Developments in the United States and in other countries. In the event Company is unable, after reasonable effort, to secure Executive’s signature on any l etters patent, copyright or other analogous protection relating to a Development, whether because of Executive’s physical or mental incapacity or for any other reason whatsoever, Executive irrevocably designates and appoints Company and its duly authorized officers and agents as her agents and attorneys-in-fact to act for and in her behalf and stead to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon, with the same legal force and effect as if executed by Executive. Company, Company Affiliates, their licensees, successors and assigns (direct or indirect), are not required to designate Executive as the inventor or author of any Development, when such Development is distributed publicly or otherwise. Executive waives and releases, to the extent permitted by law, all of her rights to such designation and any rights concerning future modifications of suc h Developments.

12.           Possession of Other Materials.  Executive represents that she will not use in the performance of Executive’s responsibilities for Company, any materials or documents of a former employer which are not generally available to the public or which did not belong to Executive, unless Executive has obtained written authorization from the former employer or other owner for their possession and use and provided Company with a copy thereof

13.           Indemnification.  Executive agrees to indemnify, defend and hold harmless Company, all Company Affiliates and all Company Related Parties from and against all liabilities, obligations, losses, expenses, costs (including attorneys fees), claims, deficiencies and damages incurred or suffered by Company and all Company Affiliates and all Company Related Parties resulting from Executive’s breach of any agreement with a third party restricting competition, intellectual property, confidential information or disclosure, without any limitations or qualifications whatsoever, and as an express inducement to Company to enter into this Agreement, Executive waives any and all arguments, grounds, facts, circumstances, reasons, basis, and defenses whatsoever, whether based in law or in equity, regarding the full force and effect and legally bindi ng nature of this agreement of Executive to indemnify and hold harmless Company and each Company Affiliate or Company Related Party, as aforesaid. The Executive will be indemnified to the fullest extent allowable under the Company’s By-Laws and Nevada Law.  This indemnification provision shall survive any termination of Executive’s employment relationship with Company.

14.           Assignment.  This Agreement may not be assigned by Executive under any circumstances. This Agreement may be assigned by Company, or to any successor of Company, so long as such assignee assumes all of Company’s obligations hereunder.

15.           Notices.  Any and all notices, requests, demands and other communications required or otherwise contemplated to be made under this Agreement shall be in writing and shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile or email, on the date of transmission with receipt of a transmittal confirmation provided that a copy of such notice is also sent by first-class U.S. mail on the same day, (c) if by overnight mail, on the second (2nd) business day following the date of deposit with such overnight mail service, or such earlier delivery date as may be confirmed in writing to the sender by such service or (d) if by the USPS, by Certified Mail – Return Receipt Requested, on the fifth (5th) business day following the d ate of deposit with the USPA, or such earlier delivery date as may be confirmed in writing by such Return Receipt.  All such notices, requests, demands and other communications shall be addressed to the parties at the addresses below or to such other address or facsimile number as a party may have specified to the other party in writing delivered in accordance with this paragraph.

To Executive: Ms. Gail L. Babitt

	c/o Kowa!bunga Inc.
	15550 Lightwave Drive, 3rd Floor
	Clearwater, Florida 33760
	Facsimile and Email addresses to be provided
To Company:	Kowa!bunga, Inc.
	Attention: Director of Human Resources
	15550 Lightwave Drive, 3rd Floor
	Clearwater, Florida 33760
	Facsimile: 727-342-0054
	Carl.Sieber@Kowabunga.com

16.           Waiver of Breach.  Any waiver by Company or Executive of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by the other party. Failure to insist upon strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or of any other provision in the Agreement.

17.           Choice of Law, Jury Waiver.  This Agreement shall be deemed to have been made in the State of Florida.  The validity, interpretation and performance of this Agreement, and any and all other matters relating to Executive’s employment and separation of employment from Company shall be governed by, and construed in accordance with the internal law of Florida, without giving effect to conflict of law principles. Both parties agree that any action, demand, claim or counterclaim (jointly “Action”) relating to (i) Executive’s employment and separation of her employment, and (ii) the terms and provisions of this Agreement or to its breach, shall be exclusively commenced in Florida in a court of competent jurisdiction. Both parties further acknowledge that venue shall exclusively lie in Florida and consent to the personal jurisdiction of any state or federal court located in Pinellas or Hillsborough Counties, Florida.

18.           Entire Agreement.  This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, oral and written, among the parties to this Agreement with respect to the subject matter hereof.  The language of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against any party.  This Agreement may not be modified or otherwise amended except by a written instrument that expressly refers to this Agreement and is executed and delivered by the parties hereto.

19.           Counterparts; Delivery.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  This Agreement may also be executed and delivered by facsimile signature and in one or more

counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20.           Binding Effect.  This Agreement shall inure to the benefit of and be fully binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns.

21.           Severability.  If a court of competent jurisdiction determines that any of the provisions of this Agreement are illegal, excessively broad or otherwise unenforceable, then this Agreement shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such illegal, overbroad or unenforceable provisions shall be deemed, without further action by any person or entity, to be modified and/or limited to the extent necessary to render the same valid and enforceable.  

22.           Additional Provisions.  Executive’s employment shall be publicly announced in a press release issued by Company not later than four days after Executive’s executing the Employment Agreement, which release shall be mutually acceptable to Company and Executive, such consent not to be unreasonably withheld, conditioned or delayed.

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the day and year first written above.

EXECUTIVE: GAIL  L. BABITT	KOWA!BUNGA, INC.
/s	/s
Gail Babitt	By:	Richard Howe
Gail Babitt, individually	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Gail Babitt Joins Kowabunga!® as Chief Financial Officer

CLEARWATER, Fla. — Kowabunga!® Inc. (NYSE - AMEX: KOW), a leading provider of performance-based advertising and technology solutions, today announced that Gail Babitt, age 45, has been appointed Chief Financial Officer effective March 30, 2009.

Ms. Babitt has a diverse financial background that couples large public company management experience with a proven track record of success in an entrepreneurial technology environment.

Ms. Babitt most recently served as Chief Financial Officer of WorldSage, Inc., a global consolidator of post-secondary education institutions, where she helped develop the business model for a start-up business.  

Previously, Ms. Babitt served as Chief Financial Officer for Pamida Stores, a private equity owned national merchandiser operating over 200 stores in 16 states with annualized revenues in excess of $800M.  She was a Partner with Envision Management Group, Inc., a private consulting firm that provides financial consulting services to various industries, Chief Financial Officer for Onstream Media Corporation, a NASDAQ-listed digital asset management and streaming media company, and served as VP of Finance and Corporate Controller for Telecomputing ASA, an Oslo Stock Exchange listed application service provider.

Ms. Babitt began her career with Ernst & Young and Price Waterhouse in the assurance and advisory practice, providing audit services for clients in diversified industries including entertainment, financial services, retail, technology and communication, with most of her clients being publicly-traded companies.  From there she became a Manager in the Transaction Services Group of PricewaterhouseCoopers (PWC), providing financial due diligence for mergers and acquisitions supporting financial and strategic buyers and sellers.

Ms. Babitt received her Bachelor of Science degree in accounting from Nova Southeastern University and her MBA from Boston University, and is also a Certified Public Accountant.

“Gail brings to Kowabunga a unique combination of public, private, large company and small company experience,” said Richard Howe, CEO of Kowabunga. “We believe Kowabunga will benefit from Gail’s ability to translate strategic thinking into quantifiable shareholder value.  Her professional skills and integrity are impeccable.”

Commenting on her appointment, Ms. Babitt stated, "I am excited about the opportunity to join the team at Kowabunga.  I believe my experience is complementary to the needs of the company.”

About Kowabunga!® Inc.Kowabunga is a leading provider of performance based advertising and technology solutions.  The company operates three business units including a Direct Marketing unit, an Advertising Exchange, and a Media & Web Properties segment.  For more information, visit www.kowabunga.com