EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) made this 1st day of January 2007 by and between Media Depot, a Nevada corporation with offices at 12 North Washington Street, Montoursville, PA 17754 (the “Company” or “Party”) and Matthew J. Hoff of Montoursville, PA (“Employee” or “Party”). Company and Employee collectively referred to herein as Parties.

WHEREAS, Employee and Company desire to memorialize their understandings with respect to the employment of Employee.

NOW THEREFORE, IN VIEW OF THE FOREGOING; AND IN FURTHER CONSIDERATION OF THE MUTUAL PROMISES HEREINAFTER SET FORTH, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

Company agrees to employ Employee and Employee agrees to serve Company, during the term of employment described in Article 2 which may be extended pursuant to the terms described therein.

This Agreement shall continue for a period of three (3) years (“Term”) from the date of this Agreement and shall be automatically renewed and extended, unless on or before 90 days prior to the conclusion of the Term or any extended term, Company or Employee gives written notice to the other of intention not to extend the Term, which will otherwise be automatically extended for further periods of one (1) year each. Company shall endeavor to provide notification to Employee that the Term has been so extended, but the failure to provide such notice shall not limit the rights of the parties under this section.

FULL TIME. Employee shall devote his/her full business time and best efforts to the business and affairs of Company and shall not be otherwise gainfully employed, except that Employee may have other business investments and participate in other business ventures which may, from time to time, require minor portions of Employee’s time, but which shall not interfere or be inconsistent with Employee’s duties hereunder and except that Employee may devote a reasonable amount of time to attending to investments and the like.

POSITION. Employee shall serve as Company's Business Manager.

DUTIES - GENERAL DESCRIPTION. Employee has extensive experience as a manager in the Company's industry. Based upon this experience, Employee shall perform various services for the Company as are customary in the industry and as directed from time to time by Company’s Board of Directors, and as set forth in Exhibit “1”.

LOCATION. Employee shall be based in Pennsylvania.

TERRITORY. Employee’s geographic area of responsibilities shall be as determined by Company’s business.

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© C. Giannetto, Esq. 2001

During the Term hereof, Company shall pay to Employee on a bi-weekly basis or per the regular pay period of Company an annual salary of:

Performance bonuses may be paid from time to time based upon agreed objectives.

In the event the Company is acquired by another person or entity, merged or liquidated, after the merger with Calypso Financial Services, whereby the current management and/or shareholders of the Company are no longer in control, the Company agrees to immediately pay to Employee the sum of $500,000.          

Employee is authorized to incur reasonable expenses for promoting the business of Company, limited to travel, entertainment and like expenses. All expenses shall be itemized on a standard Company form along with proof of the expenses furnished to Company's Treasurer/CFO/COO and Employee shall upon such itemization, proof and approval by Employee's Treasurer/CFO/COO, be reimbursed by the Company within two (2) weeks after submittal by Employee.

Employee shall be entitled each year to a paid vacation of not in excess of four ( 4 ) weeks. Any past vacation accruals not used during the calendar year earned shall be forfeited.

Employee shall be entitled to the benefits listed on the Article 20, Schedule of Benefits herein and to such other fringe benefits as Company may generally extend to executive employees of Company, including health and hospitalization for Employee and his family. Employee’s health and hospitalization insurance will be provided by Blue Cross and Blue Shield.

Employee shall be paid an annual Bonus, as approved by the Company's Board of Directors as set forth herein in Article 21, Incentive Programs.

Except as set forth below, Employee's employment hereunder may only be terminated by Company for just cause. Just cause shall include Employee's unexplained absence for a period of five (5) days excluding absence resulting from injury or illness; Employee's failure to diligently perform the duties described herein and other responsibilities from time to time assigned by Company to Employee within the scope of his work; any breach by Employee under the terms of this Agreement that is not cured within fourteen (14) days after notice; any act by Employee of dishonesty, disloyalty or bad faith or any material action or series of actions which are contrary to the interest of the Company, that is not cured within fourteen (14) days after notice. Company may terminate this Agreement (and be relieved of all further liability hereunder) at any time after Employee shall be absent from his employment, without explanation, for a continuous period of more than ten days (10) or for a non-continuous period of thirty (30) days during any three (3) year period during the Term, excluding that created by injury or illness.

Employee represents he is not presently a party to any prior agreement or understanding with a former employer or with any other person or business or any other legal restriction or obligation which would in any manner prohibit, impede, or hinder Employee’s employment with or performance of Employee’s duties in the course of employment by Company. Employee agrees that if the Company becomes party to any legal action resulting from a breach of this provision, Employee shall indemnify the Company for any and all costs of defending such action, including attorneys’ fees.

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Employee agrees Media Depot’s products, services, production techniques, product and service development, operating procedures, pricing structure, customer requirements, customer lists, “know-how”, “show-how”, marketing, and certain other information (collectively “Company Confidential Information”) are proprietary and confidential and are the property of Company. Employee further agrees that in order to enable Company to perform services for its customers, such customers may furnish to Company, confidential information concerning their business, property, methods of operation, or other data (“Customer Confidential Information”). Employee agrees the goodwill of Company depends upon, among other things, the Company, Employee and its other employees protecting such Confidential Information. Company and Customer Confidential Information collectively referred to in this Agreement as “Confidential Information”.

Employee agrees, except as directed by Company, Employee will not at any time, whether during or after his employment with Company, disclose to any party or person or use any Confidential Information, or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, whether prepared by Employee or otherwise coming into Employee's possession or control, without the prior written permission of Company; unless such Confidential Information comes into the public domain through no action of Employee.

Employee agrees that upon request by Company, and in any event upon termination of employment, Employee shall turn over to Company any and all documents, papers or other material in his possession (in any format) or under Employee’s control which may contain or be derived from Confidential Information, together with all documents, notes or other work product (in any format) which is connected with or derived therefrom in Employee's possession. Employee agrees s/he shall have no proprietary interest in any work product, inventions, patents, or property, developed or used by Employee and/or arising out of his/her employment by Company. Employee shall, from time to time, as may be requested by Company, do all things which may be necessary or appropriate to establish or document Company's ownership of any such work product, property, patents, and inventions, including, but not limited to, execution of appropriate assignments.

The provisions of the Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Employee against the Company whether predicated on this Agreement or otherwise.

The failure of either party to require the performance of any term or condition of this Agreement, or the waiver by either party of any breach of the Agreement shall not prevent a subsequent enforcement of any such term or any other term nor be deemed to be a waiver of any subsequent enforcement.

Employee recognizes the Company is contracting for his/her personal services and therefore Employee shall not assign any of his duties, and any attempted or purported assignment shall be null and void. Notwithstanding the foregoing Employee may delegate certain of his responsibilities to subordinates employed by the Company, provided Employee shall have overall responsibility for the performance of such subordinates.

The Agreement shall be governed by and construed in accordance with, the laws of the State of Pennsylvania and the parties agree to be personally bound by the decisions, rulings and/or judgments issued by the courts of the State of Pennsylvania.

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This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both Parties. Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified mail to Employee at his/her residence address as the same appears on the books and records of the Company or to the Company at its principal office, attention of the Board of Directors, or otherwise as directed by the Company, from time to time. The provisions of this Agreement relating to confidentiality, non-disclosure, non-competition and non-solicitation contained in Articles 13, 14, 15, 16, 17, 18, 19 and 20 shall survive the termination of employment unless such termination is caused by the Company without just cause.

Any disputes under this Agreement shall be settled by arbitration before the American Arbitration Association in Harrisburg, Pennsylvania, in accordance with the Commercial Rules then existing. Any judgment and/or award issued by such American Arbitration Association shall be binding upon the parties hereto and may be entered in any court of competent jurisdiction.

Group Health Insurance provided by Blue Cross and Blue Shield for Employee and immediate family. - Paid by the Company

401 K Plan when established (with employer and/or employer contributions per company policy)

In addition to the compensation of Employee in Article 4, Company shall pay Employee a bonus in accordance with the following:

Attached hereto and made as part hereof as Exhibit 2 are a 3 Year Business Plan and Pro Formas for Company. In order for Employee to be eligible for the Incentive Program in Article 25 above, Company must meet the Pro Forma results set forth is said Exhibit, plus or minus ten (10%) percent.

This Agreement shall supercede any and all prior agreements between Employee and Company. Further, in the event of a conflict between this Agreement and the current Company – Employee Handbook now in effect, this Agreement shall control.

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date first above written.

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___________________________________________________________

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EXHIBIT 1

Media Depot  

Job Description

Summary: Manages and directs the organization toward its primary objectives, based on profit and return on capital, by performing the following duties personally or through subordinate managers.

Essential Duties and Responsibilities: include the following. Other duties may be assigned.

Plans, coordinates, and controls the daily operation of the organization through the organization's managers.

Establishes current and long-range goals, objectives, plans and policies, subject to approval by the Board of Directors.

Dispenses advice, guidance, direction, and authorization to carry out major plans, standards and procedures, consistent with established policies and Board approval.

Meets with organization's other executives to ensure that operations are being executed in accordance with the organization's policies.

Oversees the adequacy and soundness of the organization's financial structure.

Reviews operating results of the organization, compares them to established objectives, and takes steps to ensure that appropriate measures are taken to correct unsatisfactory results.

Plans and directs all investigations and negotiations pertaining to mergers, joint ventures, the acquisition of businesses, or the sale of major assets with approval of the Board of Directors.

Establishes and maintains an effective system of communications throughout the organization.

Represents the organization with major customers, shareholders, the financial community, and the public.

Supervisory Responsibilities:

Directly supervises sales staff. Carries out supervisory responsibilities in accordance with the organization's policies and applicable laws. Responsibilities include interviewing, hiring, and training employees; planning, assigning, and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems.

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Qualifications: To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

Education and/or Experience:

Four to 10 years related experience and/or training; or equivalent combination of education and experience.

Language Skills:

Ability to read, analyze and interpret general business periodicals, professional journals, technical procedures, or governmental regulations. Ability to write reports, business correspondence, and procedure manuals. Ability to effectively present information and respond to questions from groups of managers, clients, customers, and the general public.

Mathematical Skills:

Ability to work with mathematical concepts such as probability and statistical inference, and fundamentals of plane and solid geometry and trigonometry. Ability to apply concepts such as fractions, percentages, ratios, and proportions to practical situations.

Reasoning Ability:

Ability to define problems, collect data, establish facts, and draw valid conclusions. Ability to interpret an extensive variety of technical instructions in mathematical or diagram form and deal with several abstract and concrete variables.

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EXHIBIT 2

3 YEAR BUSINESS PLAN and PRO FORMAS

TO BE DETERMINED.

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