EMPLOYMENT AGREEMENT

(d)  Subject to the provisions of this section, CEO agrees to devote his entire business time, energy and skill to further the interests of HEALTHWAY SHOPPING NETWORK during the performance of his employment hereunder. CEO shall not engage in any business activities other than activities set forth in Article 2(a), (b) and (c), on either a paid or unpaid basis, during the term of this Agreement hereunder without the prior consent of HEALTHWAY SHOPPING NETWORK’S Board of Directors, and any such outside activities approved by HEALTHWAY SHOPPING NETWORK’S Board of Directors shall not materially detract from nor impair CEO’s ability to fulfill his obligations and responsibilities hereunder. CEO shall be entitled to vacation of four (4) calendar weeks per annum.

(a)       If during the term of this Agreement, CEO should be unable to perform his duties hereunder on account of incapacity, and such incapacity should continue for a period of more than thirty (30) working days, which may be non-consecutive, within any six (6) month period, HEALTHWAY SHOPPING NETWORK’S Board of Directors shall thereafter have the right to terminate this Agreement, and his right to all compensation and benefits shall cease on the date of termination of this Agreement; provided, however, that CEO shall be entitled to receive the compensation and benefits pursuant to a prorated amount of Articles 4(a) Base Salary, 4(c) Incentive Bonus, 4(d) Stock Option, 4(e) Retirement Plan, 4(f) Additional Insurance, 4(g) Other Benefits , and 4(h) Vacation that shall have accrued prior to such date of termination.

(b)       In the event of CEO’s death during the term of this Agreement, all compensation and benefits  under Article 4 shall cease on the day after the day on which such event occurs. The compensation and benefits pursuant to a prorated amount of Articles 4(a) Base Salary, 4(b) Annual Bonus, 4(c) Incentive Bonus, 4(d) Stock Option, 4(e) Retirement Plan, 4(f) Additional Insurance, 4(g) Other Benefits, and 4(h) Vacation owing at the time of CEO’s death, which is not payable to a designated beneficiary, shall be paid to the representative of CEO’s estate.

(e)       In the event that HEALTHWAY SHOPPING NETWORK’S Board of Directors determines that this Agreement should be terminated for Just Cause, as defined herein, CEO’s right to all compensation and benefits shall cease as of the date of termination of this Agreement. In such event, CEO shall be entitled to the compensation and benefits pursuant to a prorated amount of Articles 4(a) Base Salary and 4(e) Retirement Plan that shall have accrued prior to such date of termination, and he shall not be entitled to any further cash or non-cash compensation or benefits pursuant to Article 4, or severance pay. For the purpose of this Agreement, termination for “Just Cause” shall mean (i) a termination due to (A) gross neglect or fault of the duties for which CEO is employed or (B) willful misconduct or omission in the performance of such duties, (ii) a termination due to CEO’s committing fraud, misappropriation or embezzlement in connection with his duties as an personnel of HEALTHWAY SHOPPING NETWORK, (iii) a termination due to CEO’s insubordination, breach of his obligations under this Agreement, or (iv) a termination due to CEO’s committing any crime for which he is convicted or to which he pleads guilty or no contest and which, as determined by HEALTHWAY SHOPPING NETWORK, constitutes a crime involving moral turpitude or results in actual or potential harm to HEALTHWAY SHOPPING NETWORK, (v) a termination due to CEO’s absence from work without notice for three (3) or more days.

(ii)       The date HEALTHWAY SHOPPING NETWORK acquires knowledge that any person or  group deemed a person under Section 13(d)-3 of the Securities Exchange Act of 1934 (“Exchange Act”) (other than HEALTHWAY SHOPPING NETWORK, any employee benefit plan of HEALTHWAY SHOPPING NETWORK or any entity holding shares of Common Stock or other securities of HEALTHWAY SHOPPING NETWORK for or pursuant to the terms of any such plan or any individual or entity or group or affiliate thereof which acquired its beneficial ownership interest prior to the date of this Agreement), in a transaction or series of transactions, has become the beneficial owner, directly or indirectly (with beneficial ownership determined as provided in Rule 13d-3, or any successor rule, under the Exchange Act), of securities of HEALTHWAY SHOPPING NETWORK entitling the person or group to 50% or more of all votes (without consideration of the rights of any class or stock to elect directors by a separate class vote) to which all stockholders of HEALTHWAY SHOPPING NETWORK would be entitled in the election of the Board of Directors were an election held on such date;

(A)       The merger or consolidation of HEALTHWAY SHOPPING NETWORK with another  corporation where the stockholders of HEALTHWAY SHOPPING NETWORK, immediately prior to the merger or consolidation, do not beneficially own, immediately after the merger or consolidation, shares of the corporation issuing cash or securities in the merger or consolidation entitling such stockholders to 65% or more of all votes (without consideration of the rights of any class of stock to elect directors by a separate class vote) to which all stockholders of such corporation would be entitled in the election of directors or where the members of the Board of Directors of HEALTHWAY SHOPPING NETWORK, immediately prior to the merger or consolidation, do not, immediately after the merger or consolidation, constitute a majority of the Board of Directors of the corporation issuing cash or securities in the merger or consolidation; or

(b)     CEO shall disclose promptly to HEALTHWAY SHOPPING NETWORK any and all ideas, inventions, discoveries, proprietary matters, and its equivalents (regardless of whether such are patentable, copyrightable) conceived or made by CEO, existent or contemplated, alone or with others, prior to or during the term of this Agreement and related, connected or pertinent to the business or activities of HEALTHWAY SHOPPING NETWORK. CEO acknowledges that such ideas, inventions, discoveries, proprietary matters, and its equivalents are and shall be the property of HEALTHWAY SHOPPING NETWORK and hereby assigns and agrees to assign all of CEO’s interest therein to HEALTHWAY SHOPPING NETWORK or its nominee. Whenever requested to do so by HEALTHWAY SHOPPING NETWORK, CEO shall execute without charge to HEALTHWAY SHOPPING NETWORK any and all applications, assignments, or other instruments which HEALTHWAY SHOPPING NETWORK deems necessary to apply for and obtain copyrights, patents or other intellectual property rights in the United States or any other foreign country or to protect or otherwise confirm HEALTHWAY SHOPPING NETWORK’S interest and ownership in such ideas, inventions, discoveries, proprietary matters, and its equivalents. CEO shall otherwise assist HEALTHWAY SHOPPING NETWORK in every way, at HEALTHWAY SHOPPING NETWORK’S reasonable expense, to obtain and enforce copyrights, patents and other intellectual property rights in the United States or any other foreign country, including testifying in any suit or other proceedings, involving any such copyrights, patents and other intellectual property rights. CEO further agrees that the obligations under Article 6(b) shall survive any termination or expiration of this Agreement for one year from the date of such termination or expiration of this Agreement. Under Section 2870 of the California Labor Code, CEO’s obligation under this Article does not apply to an invention (i) for which no equipment, supplies, facility or the Confidential Information of HEALTHWAY SHOPPING NETWORK was used and which was developed entirely on CEO’s own time, (ii) which does not relate to the business of HEALTHWAY SHOPPING NETWORK, (iii) which does not relate to HEALTHWAY SHOPPING NETWORK’S actual or demonstrably anticipated research or development and (iv) which does not result from any work performed by CEO for HEALTHWAY SHOPPING NETWORK. If after the term of this Agreement, HEALTHWAY SHOPPING NETWORK wishes to use CEO’s services to assist HEALTHWAY SHOPPING NETWORK in obtaining or defending any intellectual property rights obtained during this Agreement, HEALTHWAY SHOPPING NETWORK and CEO shall negotiate in good faith the terms of a Consultant Agreement for this purpose.

(a)  Governing Law and Arbitration - While HEALTHWAY SHOPPING NETWORK may seek in a court of competent jurisdiction injunctive relief to enforce the provisions of Article 6 (a) (Confidential Information) of this Agreement, any claim (except with respect to the judicial remedy of injunction), arising out of or relating to this Agreement, the relationship created hereby, performance in connection herewith or the breach or termination or non-renewal hereof (including, but not limited to, claims arising under federal, state or local employment discrimination statutes), shall be settled solely by binding arbitration in California, and the judgment on the award may be entered in any court of competent jurisdiction. This Agreement shall be interpreted and enforced pursuant to and under the laws of the State of Florida.