ENGAGEMENT AGREEMENT

EXHIBIT 10.1

ENGAGEMENT AGREEMENT

This Engagement Agreement (this "Agreement") is made this 28th day of

April, 2005, by and between (i) DataMeg Corp (the "Company"), a Delaware

corporation with its principal place of business at 9 West Broadway, Suite 214,

Boston, Massachusetts 02127, and (ii) 350 Group LLC ("350 Group"), a Delaware

limited liability company, with its principal place of business at 350 Fifth

Avenue South, Suite 203, Naples, Florida 34102.

RECITALS

WHEREAS, the Company, through its direct wholly-owned subsidiary, North

Electric Company, Inc., a North Carolina corporation, owns certain VoIP

monitoring, voice quality measurement, and fault isolation methodologies,

software and related technology and has certain technical and services expertise

related thereto which it wishes to broadly market and sell;

WHEREAS, 350 Group has business development, management consulting, and

corporate financing expertise; and

WHEREAS, the Company desires to engage the services of the 350 Group and 350

Group desires to be engaged for the services and responsibilities set forth

herein (the "Engagement");

NOW THEREFORE, in consideration of the mutual covenants and promises herein

and other valuable consideration, the receipt and adequacy of which each party

acknowledges, the parties, intending to be legally bound, agree as follows:

1. OBJECTIVE OF ENGAGEMENT; SERVICES OF 350 GROUP

The objective of this Engagement shall be for 350 Group to assist the Company

in navigating from its developmental stage operations to the level of

sustainable commercial going concern. For the Term of Engagement (as

hereinafter defined), 350 Group agrees to provide to the Company a range of

consultative and related services which shall include, but not necessarily be

limited to, the following: (i) identifying, evaluating and advising in relation

to the Company's current financial, operational, managerial, strategic and/or

business model needs and objectives, (ii) preparing and coordinating with the

Company and others in the development of appropriate confidential descriptive

memoranda, investor presentations and financial models which can be used for the

purposes of developing potential investor participation in the Company, (iii)

identifying potential sources of private and/or public financing ("Financing

Sources"), including those involving transactions requiring issuance by the

Company of either equity, debt and/or equity-linked securities ("Financing

Transactions") and advising in relation to potential Financing Transactions,

(iv) identifying potential trading partners, contract manufacturers, marketing

and distribution alliances, licensees, multi-level marketing channels and/or

joint venture partners ("Strategic Relations") and negotiating, structuring

and/or advising in connection with the establishment and ongoing development of

Strategic Relations, and (v) such other matters as outlined in Exhibit A hereto,

and may be mutually agreed upon from time to time.

2. TERM OF ENGAGEMENT

The Engagement shall be effective as of the date of this Engagement Agreement

(subject to the Company satisfying the conditions precedent to effectuation of

this Agreement) for a period of thirty six (36) months, or if terminated early,

pursuant to the early termination provisions set forth in Section 5, until the

Termination date (the "Term of Engagement" or "Term"). Thereafter, the

Engagement shall automatically renew on a month-to-month basis, subject to the

right of either party to terminate the Engagement in accordance with Section 5

hereof, as of the end of any given month by giving written notice to the other

party at least thirty (30) days prior to the end of any month. The date upon

which the Agreement expires or is terminated, as provided in this Section 2 and

Section 5 hereafter, shall be known as ("Termination").

3. COMPENSATION

In consideration for the services rendered by 350 Group to the Company

pursuant to this Agreement, and throughout the Term of Engagement, the Company

shall compensate 350 Group according to the schedules set forth in Exhibit B.

4. EXPENSES

The Company shall reimburse 350 Group, promptly upon submission of

documentation evidencing expenses for all allowable fees and disbursements of

350 Group's travel and out-of-pocket expenses reasonably incurred in connection

with the services performed by 350 Group pursuant to this Agreement, including

without limitation, airfare, hotel, food and associated expenses, long-distance

telephone calls, and mileage (reimbursed at the standard federal government rate

of $0.365 per mile). The Company further agrees that wherever possible, it will

utilize the Company's travel agency account in arranging for airfare for 350

Group personnel. All reimbursable travel will be subject to the Company's pre-

approval.

5. TERMINATION

After the first 180 days of the Term, a party shall have the right to

terminate the Engagement by giving written notice to the other party at least

thirty (30) days prior to the effective termination date. Upon any such

Termination, the Company shall promptly pay all outstanding invoices owed to 350

Group and 350 Group shall provide to the Company a definitive list of all the

parties to whom 350 Group has introduced the Company in accordance with this

Agreement. Receipt of this list shall constitute the Company's agreement with

the names contained therein unless within ten (10) business days of receipt of

same, the company notifies 350 Group that it disputes particular names on the

list. In such event, the parties agree to negotiate in good faith to develop a

mutually agreeable subset of such parties. Failure of the Company to acknowledge

this list will be deemed that the Company agrees with every party listed on 350

Group's original submission of the list. Notwithstanding the foregoing, in the

event the Company breaches any aspect of this agreement or 350 Group becomes

aware that the Company has made any material misrepresentations or omissions

either to 350 Group or to any potential investors during the Engagement, then

350 Group shall have the right to immediately terminate this Agreement.

Similarly, in the event that the Company becomes aware of willful misconduct or

gross negligence on the part of 350 Group in the performance of its duties

hereunder, the Company has the right to immediately terminate this Agreement.

POST-TERMINATION NOTICE

If at any time prior to 18 months after the termination or expiration of this

Agreement a Financing Transaction is consummated with a party introduced by 350

Group during the period of this Engagement, the Company will promptly provide

350 Group with written notice of the Transaction and promptly pay to 350 Group

or make mutually satisfactory arrangements to pay to 350 Group all Additional

Compensation due to 350 Group.

6. NON-EXCLUSIVITY OF 350 GROUP SERVICES

It is understood and acknowledged by the Company that 350 Group presently

has, and anticipates having throughout the Engagement Term, other clients for

which it performs the same or similar services to those to be performed in

accordance herewith, and that 350 Group shall be under no obligation under this

Engagement to restrict its ability in any way to perform services for any other

clients. 350 Group shall use commercially reasonable efforts to fulfill its

obligations under this Agreement.

7. ROLE OF FINDER

In connection with any Financing Transactions hereunder, the Company

acknowledges that 350 Group is not a registered broker-dealer under Section 15A

of the U.S. Securities Exchange Act of 1934, or any similar state law, and that

350 Group cannot, and shall not be required hereunder to, engage in the offer or

sale of securities for or on behalf of the Company. While 350 Group has

preexisting relationships and contacts with various investors, registered

broker-dealers and investment funds, 350 Group's participation in any actual or

proposed offer or sale of Company securities shall be limited to that of an

advisor to the Company and, if applicable, a "finder" of investors, broker-

dealers and/or funds. The Company acknowledges and agrees that the solicitation

and consummation of any purchases of the Company's securities shall be handled

by the Company or one or more NASD member firms engaged by the Company for such

purposes.

8. REFERRAL FEES

Any referral fees that are agreed to by 350 Group and are payable in

connection with any Financing Transactions shall be the exclusive responsibility

of, and shall be paid by 350 Group.

9. COOPERATION BY COMPANY

In order to enable 350 Group to provide the services requested, the Company

agrees to provide to 350 Group, among other things, all information reasonably

requested or required by 350 Group including without limitation information

concerning historical and projected financial results with respect to the

Company and its subsidiaries and possible and known litigation, environmental

and/or other contingent liabilities. The Company also agrees to make available

to 350 Group such representatives of the Company, including, among others,

directors, officers, employees, outside counsel and independent certified public

accountants, as 350 Group may reasonably request to answer questions and to

provide documentary and other information.

10. LIMITATION ON USE OF CERTAIN INFORMATION

The Company acknowledges that all services and advice (written or oral)

provided by 350 Group to the Company in connection with the Engagement are

intended solely for the benefit and use of the Company in considering the

subject matter to which they relate, and the Company agrees that no person or

entity (including shareholders of the company) other than the Company shall be

entitled or advised to make use of or rely upon the advice of 350 Group provided

pursuant hereto, and no such opinion or advice shall (i) be used for any other

purpose or reproduced, disseminated, quoted or referred to at any time, in any

manner or for any purpose, or (ii) filed with, included in or referred to in

whole or in part in any registration statement, proxy statement or any other

document, in either case without 350 Group's prior written consent or as

required by law or stock exchange rules. In any event, neither the Company nor

any other parties may use the 350 Group name in any public references, press

releases or public filings in connection with the Company without 350 Group's

prior written consent or as required by law or stock exchange rules.

11. RELIANCE BY 350 GROUP ON ACCURACY OF INFORMATION

The Company recognizes and acknowledges that, in advising the Company and

in fulfilling the Engagement hereunder, 350 Group will use and rely on data,

material and other information furnished to 350 Group by the Company. The

Company agrees that 350 Group may do so without independently verifying the

accuracy or completeness of such data, material or other information. The

Company represents and warrants that any such data, material or information

shall be true and accurate and shall not, as of the time communicated, contain

any untrue statement of a material fact or omit in all material respects to

state a material fact required to be stated therein or necessary in order to

make the statements therein, in light of the circumstances under which they were

made, not misleading. Further, the Company agrees to promptly inform 350 Group

if it becomes aware that any information previously provided to 350 Group

becomes incorrect or would be misleading in any material respect promptly upon

becoming aware that such previous information provided to 350 Group is

misleading or would no longer be correct.

12. NON-DISCLOSURE AGREEMENT

13.1 Definition of "Confidential Information"

Confidential Information means proprietary information relating to the

Company which is not generally known and available to the public, and

includes (without limitation): Trade Secrets (as defined below) and

information relating to trade methods; methods of doing business; research

and development; invention; the identity, prior requirements, and present or

future particular needs, of clients of the Company; the identity of and

background information about purchasing, contracting, recruitment, and

management personnel of clients of the Company; all orders, bids, and

quotations, with or related to past, present and prospective clients of the

Company and all clients and prospect files, lists, records, studies, surveys,

reports, correspondence and similar materials related to the foregoing; the

identity, particular skills, work history and evaluations of personnel,

including personnel listed in any database of the Company, especially their

most recent work history and skills; profit margins, and pricing policies and

practices, in general and as to particular clients; sales and marketing

techniques, history, data forecasts, and material, in general and as to

particular clients; development plans; and personnel training techniques and

materials; and information in respect of which the Company is bound by an

obligation of confidence to a third party.

13.2 Definition of "Trade Secrets"

Trade secrets shall mean all information, whether or not Confidential

Information, included within the definition of "Trade Secrets" under the law

of any state in which 350 Group provides services for the Company or, in the

absence of any such definition, as defined in the Uniform Trade Secrets Act.

13.3 Acknowledgement of Company-Owned Information

350 Group acknowledges that all Confidential Information is owned by and

shall continue to be owned by the Company.

13.4 Return of Property

Upon the termination of this Agreement, regardless of why the Agreement

terminates, upon written request by the Company, 350 Group shall return to

the Company all Confidential Information indicated by the Company in its

notice letter as well as any other Confidential Information that 350 Group

is aware that it has, in whatever form it exists, including all copies

thereof. The Company agrees that so long as 350 Group has made a good faith

effort to return all such Confidential Information, 350 Group shall be

deemed to have complied with the provisions of this paragraph 13.4. The

Company may at anytime call to 350 Group's attention that certain additional

Confidential Information needs to be returned and 350 Group shall promptly

search for such additional Confidential Information and return it to the

Company. The Company agrees that 350 Group may delete any information that

is proprietary to 350 Group that may be contained within the Company's

Confidential Information.

13.5 Non-Disclosure.

350 Group agrees that, during the term of the Engagement and for a

period of three (3) years after the expiration or Termination of this

Agreement, regardless of the reason for such Termination, 350 Group will not

reveal or disclose any such Confidential Information to any third party

unless the Company has consented, or unless required by law, a court or

agency of the government; provided, however, that 350 Group is authorized to

disclose such Confidential Information in connection with a potential

Transaction in a manner consistent with customary industry practices in

connection with the provision of services under this Agreement. Neither the

previous paragraph nor any restriction, non- disclosure or use limitation or

other obligation contained in this Agreement shall apply to any information,

data or item of any kind which is: (i) in the public domain, through no

action of 350 Group; (ii) already known by 350 Group at the time it is

provided to 350 Group by the Company; (iii) disclosed to 350 Group by any

person or entity not known by 350 Group to be under an obligation of

confidentiality to Company; or (iv) independently developed or derived by 350

Group.

13. INDEMNIFICATION In consideration of 350 Group signing this Agreement and