EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 27th day December, 2006, by and among Migo Software, Inc., a Delaware corporation (the "Company") and Michael Hummell (the "Executive").

RECITALS

The Company desires to employ Executive as Senior Vice President, Business Development, and Executive desires to be so employed by the Company on the terms and subject to the conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby mutually agree as follows:

1.     Employment Agreement. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are defined in Section 21

below.

2.     Term. The initial term of employment under this Agreement shall be for a term (the "Initial Term") from January 1, 2007 through and including December 31, 2007. Unless either party terminates the Executive's employment by way of written notice in accordance with Section 11 given to the other party at least 30 days prior to the Expiration Date, the term of employment thereafter shall be extended indefinitely, unless and until either party provides 30 days written notice to the other party in accordance with Section 11 that such indefinite term shall end at the end of such 30 day notice period. The parties' obligations under Sections 7, 9, 10 and 11 hereof shall survive the expiration or termination of the Employment Period.

3.     Position and Duties. The Executive shall serve as Senior Vice President, Business Development of the Company during the Employment Period. As Senior Vice President, Business Development of the Company, the Executive shall render executive, policy and other management services to the Company of the type customarily performed by persons serving in a similar capacity. The Executive shall perform such duties as the Chairman of the Board may from time to time reasonably determine and assign to the Executive provided that such duties do not constitute a material departure from the services and responsibilities routinely provided by the Executive. The Executive shall devote the Executive's reasonable best efforts and substantially full business time to the performance of the Executive's duties and the advancement of the business and affairs of the Company during the Employment Period.

4.     Place of Performance. In connection with the Executive's employment by the Company during the Employment Period, the Executive's primary place of employment and work location shall be as designated by the Company except for reasonable travel on Company business.

5.     Compensation.

(a)     Base Salary and Bonus. During the Employment Period, the Company shall pay to the Executive an annual base salary (the "Base Salary"), which initially shall be at the rate of $200,000.00 per year. The Base Salary shall be reviewed no less frequently than annually and may be increased (and not decreased, other than in an across-the-board reduction in the base salaries of all or substantially all of the employees of Company's services business in the United States) at the discretion of the Board. If the Executive's Base Salary is increased, the increased amount shall be the Base Salary for the remainder of the Employment Period. The Base Salary for the 2007 year shall be payable as follows: $100,000 by way of the loan described in paragraph (b) below and the remaining $100,000 in monthly or in such other installments as shall be consistent with the Company's payroll procedures in effect from time to time. In addition to the Base Salary, Executive shall be eligible for an annual bonus in the discretion of the Compensation Committee of the Board of Directors, and shall be based upon factors related to the Executive's performance and the success of the business, as established by the Compensation Committee.

(b)     Loan. Simultaneously with the execution of this Agreement, the Company shall loan Executive the sum of $100,000 to be represented by a Promissory Note delivered by Executive to the Company. The Company agrees to forgive one-twenty fourth (1/24) of the principal balance of the Note as of the end of each bi-monthly pay period of employment during 2007, such that the Note will be forgiven in full upon the completion of one year of employment with the Company.

(c)     Stock Option Grants. During the Employment Period, the Executive shall be eligible to participate in the Company’s Stock Option Plan in accordance with the terms and conditions therein. As of the Effective Time, the Executive shall be granted initial stock options for 200,000 shares of common stock of the Company at an exercise price of $0.20 per share. Said stock options shall be subject to the following vesting: (i) 33% of such options shall vest 12 months after the date hereof; (ii) the remaining options shall vest monthly over a period of 24 months (subject to accelerated vesting)); (iii) Accelerated Vesting shall occur if Executive is terminated not for Good Cause (as defined below), if Executive resigns for Good Reason (as defined below), or upon a Change of Control (as defined in the Stock Option Plan).

(d)  Benefits. During the Employment Period, the Executive will be entitled to all employee benefits and perquisites made available to similarly situated senior executive employees of the Company. Nothing contained in this Agreement shall prevent the Company from changing carriers or from effecting modifications in insurance coverage for the Executive.

(e)      Vacation; Holidays. The Executive shall be entitled to all public holidays observed by the Company and vacation days in accordance with the applicable vacation policies for senior executives of the Company, which shall be taken at a reasonable time or times.

(f)       Withholding Taxes and Other Deductions. To the extent required by law, the Company shall withhold from any payments due to the Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law or Company policy.

6.     Expenses. The Executive is expected and is authorized, subject to the business expense policies as determined by the Board, to incur reasonable expenses in the performance of his duties hereunder, including the costs of entertainment, travel, and similar business expenses incurred in the performance of his duties. The Company shall promptly reimburse the Executive for all such expenses in accordance with Company policy.

7.     Confidentiality; Work Product.

(a)       Information. The Executive acknowledges that the information, observations and data obtained by the Executive concerning the business and affairs of the Company and its Affiliates and their predecessors during the course of the Executive's performance of services for, or employment with, any of the foregoing persons (whether or not compensated for such services) are the property of the Company and its Affiliates, including information concerning acquisition opportunities in or reasonably related to the business or industry of the Company or its Affiliates of which the Executive becomes aware during such period. Therefore, the Executive agrees that he will not at any time (whether during or after the Employment Period) disclose to any unauthorized person or, directly or indirectly, use for the Executive's own account, any of such information, observations, data or any Work Product or Copyrightable Work (as defined below) without the Board's consent, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of the Executive's acts or omissions to act or the acts or omissions to act of other senior or junior management employees of the Company and its Affiliates. The Executive agrees to deliver to the Company at the termination of the Executive's employment, or at any other time the Company may request in writing (whether during or after the Employment Period), all memoranda, notes, plans, records, reports and other documents, regardless of the format or media (and copies thereof), relating to the business of the Company and its Affiliates and their predecessors (including, without limitation, all acquisition prospects, lists and contact information) which the Executive may then possess or have under the Executive's control.

(b)     Intellectual Property. The Executive acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, trade secrets, know-how, ideas, computer programs, and all similar or related information (whether or not patentable) that relate to the actual or anticipated business, research and development or existing or future products or services of the Company or its Affiliates that are conceived, developed, made or reduced to practice by the Executive while employed by the Company or any of its predecessors ("Work Product") belong to the Company and the Executive hereby assigns, and agrees to assign, all of the Executive's rights, title and interest in and to the Work Product to the Company. Any copyrightable work ("Copyrightable Work") prepared in whole or in part by the Executive in the course of the Executive's work for any of the foregoing entities shall be deemed a "work made for hire" under the copyright laws, and the Company shall own all rights therein. To the extent that it is determined, by any authority having jurisdiction, that any such Copyrightable Work is not a "work made for hire, " the Executive hereby assigns and agrees to assign to Company all the Executive's rights, title and interest, including without limitation, copyright in and to such Copyrightable Work, The Executive shall promptly disclose such Work Product and Copyrightable Work to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the Company's ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

(c)      Enforcement. The Executive acknowledges that the restrictions contained in Section 7(a) hereof are reasonable and necessary, in view of the nature of the Company's business, in order to protect the legitimate interests of the Company, and that any violation thereof would result in irreparable injury to the Company. Therefore, the Executive agrees that in the event of a breach or threatened breach by the Executive of the provisions of Section 7(a) hereof, the Company shall be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Executive from disclosing or using any such confidential information. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including, without limitation, recovery of damages from the Executive.