Release and Employment Severance Agreement between RelationServe Media, Inc. and Danielle Karp

 Exhibit 10.11 RelationServe Building Online Relationships, Once Customer at a Time February 1, 2006 Danielle Karp 20021 NE 21st Avenue Miami, Florida 33179 RE: RELEASE AND EMPLOYMENT SEVERANCE AGREEMENT Dear Ms. Karp: The purpose of this letter Agreement ("Agreement") is to confirm our mutual understanding and agreement concerning your resignation of employment from RelationServe Media, Inc. ("Company"). The terms and conditions of this Agreement are as set forth below: 1. You agree that you have resigned from Company effective within 48 hours upon the conclusion of the audit presently being conducted by Marcum and Kliegman, with an expected completion date of February 1, 2006. 2. If you indicate your acceptance of the terms and conditions of this Agreement by signing and returning this letter to the undersigned signatory for Company on or before February 2, 2006, pursuant to the terms and conditions set forth below, you will receive payments from Company in the amount of Twenty-five Thousand and No/100ths Dollars ($25,000.00) now and Twenty-five Thousand and No/100ths Dollars ($25,000.00) on February 1, 2006. All of the employee's stock options (100,000) will be fully vested upon date of termination. 3. In consideration of the payment set forth in paragraph 2 supra and for other good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge, you agree to the following: a. You hereby voluntarily release and discharge all known and unknown claims, promises, causes of action, or similar rights of any type that you presently have or may have against or with respect to Company. The claims which you hereby release and discharge include, but are not limited to, claims that in any way relate to: (I) your employment with Company and/or the resignation therefrom, such as claims for compensation, bonuses, commissions, outstanding invoice claims, pay-in-lieu of notice, automotive expenses, lost wages, unused accrued vacation or sick pay, reinstatement, retaliation, or any kind of state or federal statutory, constitutional or common law claims; (II) the design or administration of a benefit plan or any other employee benefit program; (III) any rights you may have to severance or similar benefits or to post-employment health or group insurance benefits; and/or (IV) any claims to attorneys' fees or other indemnities.  DANIELLE KARP FEBRUARY 1, 2006 PAGE 2 You further understand that the claims you are releasing and discharging may arise under differing laws, including, but not limited to, the following: ANTIDISCRIMINATION STATUTES, such as the Age Discrimination in Employment Act ("ADEA"); Executive Order 11141, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866 (42 U.S.C. ss. 1981), and Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex; all applicable state and local laws which prohibit discrimination based on race, creed, color, national origin, ancestry, age, marital status, disability, sex or a typical hereditary cellular or blood trait of any kind, or because of the liability for service in the Armed Forces of the United States or the nationality of any individual; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibits discrimination against the disabled; the Florida Civil Rights Act of 1992; the Florida Religious Freedom Restoration Act; Florida Workers' Compensation Law (except claims for compensation arising out of injuries); and any other federal, state, or local laws prohibiting employment discrimination. FEDERAL AND STATE LABOR AND EMPLOYMENT STATUTES, such as the National Labor Relations Act; the WARN Act, which requires that advance notice be given of certain workforce reductions; the Employee Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Fair Labor Standards Act of 1938, as amended, which regulates wage and hour matters; the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") which requires an employer to give notice of an employee's right, if any, to continue medical insurance at the employee's cost; the Family and Medical Leave Act of 1993 which requires employers to provide leaves of absence under certain circumstances; any other federal laws relating to employment, such as veterans' re-employment; and rights and claims under federal, state or local wage and hour laws. OTHER LAWS, such as federal, state, or local laws restricting an employer's right to terminate employees, or otherwise regulating employment; any federal, state, or local law enforcing express or implied employment contracts or requiring an employer to deal with employees fairly or in good faith; any other federal, state, or local laws providing recourse for alleged wrongful discharge, physical or personal injury, workers' compensation, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims. The laws referred to hereinabove include statutes, regulations, and/or other administrative guidance, and common law doctrines. 4. You understand the word "claims" to include all actions, claims and grievances, whether actual or potential, known or unknown, and specifically  DANIELLE KARP FEBRUARY 1, 2006 PAGE 3 but not exclusively all claims arising out of your employment with Company and separation therefrom. All such claims (including related attorney's fees and costs) are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of duty arising in contract or tort or any alleged unlawful act, including, without limitation, disability discrimination. 5. You understand and agree that this Agreement is a release and discharge of claims by you and does not constitute an admission by Releasees of liability or violation of any applicable state or federal law or any rule or regulation. Unless required by a Court or administrative agency of competent authority, you agree and covenant that you will maintain the confidentiality of, and not disclose, reveal, publish, disseminate, or discuss, directly or indirectly, to or with any other person or entity the terms of this Agreement (including whether or not any amount was paid, the amount paid, or any information with respect to this Agreement) except to your attorney, accountant or spouse for the purpose of obtaining advice regarding this Agreement. You further agree that if you breach this section, you will not be entitled to the consideration set forth in section 2 supra and that you will make full restitution to Company of the value of the consideration described in section 2 supra within ten (10) days after you have received written notice from Company that you have breached this section. 6. You acknowledge that you may possess secret, confidential, or proprietary information or trade secrets concerning the operations, future plans, or business methods of Releasees. You promise never to use or disclose any such information. 7. You agree to return all of Company's property in your possession including but not limited to all keys, business files or documents simultaneously with the delivery of this Agreement, executed on your behalf, to Company. 8. You agree that you shall not, at any time or in any place, knowingly seek, apply for, or accept employment with Company or any of its subsidiaries, successors, assigns, representatives, divisions, affiliates, partnerships and/or joint ventures. 9. You agree to refrain from taking action or making statements, written or oral, which disparage or defame the goodwill or reputation of Company and/or which could adversely affect the morale of Company's employees. 10. So long as you comply with all terms, provisions and conditions of this Release and Employment Severance Agreement, Company hereby voluntary release and discharge all known and unknown claims, promises, causes of action, or similar rights of any type that we presently have, or may have against or with respect to you, your heirs, executors, administrators, all persons acting by through, under or in concert with any of them hereinafter referred to  DANIELLE KARP FEBRUARY 1, 2006 PAGE 4 collectively as "Releasees". The claims which we hereby release and discharge include, but are not limited to claims that in anyway relate to (1) your employment with the company and/or the resignation therefrom, such as claims for compensation, bonuses, commissions, outstanding invoice claims, pay in lieu of notice, automotive expenses, loss wages, unused accrued vacation or sick pay, reinstatement, retaliation, or any other kind of state of federal statutory, constitutional or common law claims; (2) the design or administration of any benefit plan or any other employee benefit program; (3) any rights we may have against you with respect to any such benefits; and/or (4) any claims to attorneys' fees or other indemnities. 11. This Agreement is made and entered into in the State of Florida and shall in all respects be interpreted, enforced and governed under the laws of said State. Should any provision of this Agreement be declared or be determined by any court of competent jurisdiction to be wholly or partially illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be affected thereby, and said illegal, unenforceable, or invalid part, term, or provision shall be deemed not to be a part of this Agreement. Please acknowledge your agreement to the terms and conditions set forth above by signing and dating below where indicated. Sincerely, RelationServe Media, Inc. By: /s/ Shawn McNamara ---------------------------------------- Name Printed: Shawn McNamara Title: C.E.O. CERTIFICATION I knowingly and voluntarily have entered into, and agreed to the Agreement set forth above, understanding its significance and my obligations. DATED: 2/2/06 /s/ Danielle Karp -------- ---------------------------------------- DANIELLE KARP STATE OF FLORIDA ) ) SS: COUNTY OF BROWARD COUNTY ) BEFORE ME, the undersigned authority, this day personally appeared DANIELLE KARP, who, after being first duly sworn, deposes and says that she is the person who acknowledged and swore before me that said Release and Employment Severance Agreement was truthful and complete to the best of her knowledge and ability. WITNESS my hand and seal in the County and State last aforesaid this 2nd day of January, 2006. Notary Signature Printed Name Marianne Cuffari My Commission Expires: Personally Known to Me - ----- Produced Identification - ----- Type of Identification Produced: ___________________