UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)
                                   May 2, 2006

                                SEARCHHELP, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                   333-97687               11-3621755
--------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)      (IRS Employer
      of incorporation)                                   Identification No.)


             1055 Stewart Avenue, Suite 12, Bethpage, New York 11714
          (Address of principal executive offices, including zip code)

                                  516-922-4765
              (Registrant's telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communication pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))




<PAGE>

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

On May 2, 2006, SearchHelp, Inc. (the "Company") named John Caruso its Chief
Financial Officer.

Mr. Caruso has over 25 years of accounting and management-level experience. From
November 2004 through April 2006, Mr. Caruso was Vice President and Controller
of First Sterling Financial, Inc., a real estate syndicator. From April 2002
through June 2004, he was Vice President - Finance and Administration for
AccountantsWorld , Inc., a developer of software and provider of Internet
services for the accounting profession. From September 1999 through October
2001, he was Senior Vice President - Finance and Operations of CityReach
International Ltd., a London-based owner and operator of data centers throughout
Europe. Earlier in his career, Mr. Caruso worked as a certified public
accountant with national and regional accounting firms.

Mr. Caruso entered into a three-year employment agreement with the Company
providing a base salary initially equal to $132,000 per annum, and increasing by
at least five percent in each subsequent year. Mr. Caruso was also granted
options to purchase an aggregate of 900,000 shares of the Company's common
stock, which options vest according to the following schedule: 180,000 on August
2, 2006, 240,000 on May 2, 2007, 240,000 on May 2, 2008, and 240,000 on May 2,
2009. Mr. Caruso is also entitled to employee benefits of health insurance and
an automobile allowance of up to $800 per month. If the employment agreement is
terminated by the Company after the initial 90 days, Mr. Caruso will receive a
severance payment equal to one month's salary during the first year, two months'
salary during the second year, and three months' salary during the third year.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

I.    Employment agreement between the Company and John Caruso
II.   Press release issued by the Company announcing the appointment of John
      Caruso as Chief Financial Officer



<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated: May 8, 2006

                                      SEARCHHELP, INC.

                                      By:  /s/ Joseph Carrizzo
                                         ---------------------
                                      Name:    Joseph Carrizzo
                                      Title:   President




<PAGE>

                                                                       Exhibit I

                                SEARCHHELP, INC.
                               1055 Stewart Avenue
                                    Suite 12
                            Bethpage, New York 11714

                                 April 24, 2006

John Caruso
131 Pond Path
Lake Grove, NY 11755

Re: Employment Agreement

Dear Mr. Caruso:

When executed by you ("Executive") and by a duly authorized representative of
SearchHelp, Inc. ("SearchHelp" or the "Company"), this letter agreement
("Agreement") shall set forth the terms and conditions of your employment with
the Company.

1.    Definitions.

      Unless otherwise separately defined herein, as used in this Agreement, the
following terms shall have the meanings set forth below:

      "Affiliate" shall have the same meaning as that term is defined in Rule
405 promulgated under the Securities Act of 1933, as amended.

      "SearchHelp Affiliates" shall mean and include any subsidiary of
SearchHelp or any division thereof now existing or formed at any time after the
date of this Agreement; any corporation which may merge into or with which
SearchHelp may be merged or consolidated; any corporation which may result from
any reorganization of SearchHelp.

2.    Services.

      2.1. Employment.

      Subject to the terms and conditions hereinafter set forth, as of April 24,
2006 (the "Effective Date") and thereafter throughout the "Term" (as hereinafter
defined) of this Agreement, the Executive shall be employed by the Company.

      2.2. Title; Duties and Responsibilities; Reporting; Place of Performance..

            2.2.1. During the Term, Executive shall have the title of Senior
Vice President/Chief Financial Officer of SearchHelp. Executive may have one or
more other titles with SearchHelp and/or those SearchHelp Affiliates as shall be
designated from time to time by the Board of Directors of SearchHelp (the
"Board"); provided that such titles are consistent with Executive's position and
status as Senior Vice President/Chief Financial Officer of SearchHelp.

            2.2.2 Executive shall perform such services and duties
(collectively, the "Services") as are customarily required of a Chief Financial
Officer of a corporation in the Company's industry or lines of business or
similar to the Company in revenues, market capitalization and number of
employees (a "Comparable Company"). In addition to his duties as Senior Vice
President/Chief Financial Officer of SearchHelp, Executive shall render, to
SearchHelp and SearchHelp Affiliates, such other services and duties consistent
with Executive's position and status as Senior Vice President/Chief Financial
Officer of SearchHelp, as may be designated from time to time by the Board,
without any additional remuneration under this Agreement.

<PAGE>

      2.2.3 Executive's Services will involve duties in areas such as, but not
limited to, finance, securities regulation and compliance (including, but not
limited to, preparation and filing of periodic securities reports required by
the U.S. Securities and Exchange Commission, state "blue sky" regulations, or
the rules of national securities exchanges), budgets and operations, treasury
functions, employee benefits, administration and insurance coverage.

      2.2.4 Executive shall report to SearchHelp's President and/or the Board,
as appropriate.

      2.2.5 Executive shall perform such services and duties at the Company's
headquarters on Long Island, New York except when required to travel in the
normal course of performing his duties.

      2.3.  Term / Exclusivity.

            2.3.1. The Term of this Agreement shall commence on May 2, 2006 (the
"Effective Date") and shall continue through May 1, 2009 (the "Initial Term")
unless sooner terminated in accordance with the provisions of this Agreement.
Following the Initial Term, this Agreement and the Executive's employment may be
continued either under this Agreement or any other agreement, upon such terms
and conditions as the Executive and the Company may mutually agree. The Initial
Term and any subsequent term of employment of the Executive are herein
collectively referred to as the "Term". Notwithstanding the foregoing, upon the
completion of the Initial Term, Executive's employment shall continue on a month
to month basis on the terms and conditions specified in this Agreement as though
the Initial Term had not expired.

            2.3.2. Executive agrees to devote his business and professional time
to the performance of the Services, and shall undertake to perform such Services
in a competent and professional manner, consistent with the skills to be
possessed by the Chief Financial Officer of a Comparable Company. Executive
shall consider his employment by the Company his principal employment; however,
Executive shall be permitted to engage in other charitable, community,
professional or business activities from time to time, so long as such other
activities do not materially interfere with his performance hereunder.

            2.3.3. The Executive acknowledges that the Services shall be
performed as an "exempt' employee and that, as such, he shall not be entitled to
overtime or compensatory compensation, other than periodic bonuses as may be
awarded to the Executive from time to time by the Board of Directors of the
Company in the exercise of their sole discretion.

            2.3.4. Notwithstanding anything to the contrary contained in this
Section 2.3, Executive may acquire and/or retain, solely as an investment, and
may take customary actions to maintain and preserve Executive's ownership of:


<PAGE>

                  (a) Securities of any partnership, trust, corporation or other
            person which are registered under Sections 12(b) or 12(g) of the
            Securities Exchange Act of 1934, as amended and which are publicly
            traded as long as Executive's investment amounts to less than ten
            (10%) percent of the equity in such entity; and

                  (b) Any securities of a partnership, trust, corporation or
            other person not registered as set forth in Section 2.3.5(a) above
            so long as such entity is not, directly or indirectly, in
            competition with SearchHelp.

      2.4. Confidentiality. Executive acknowledges that the Services will,
throughout the Term, bring Executive into close contact with many confidential
affairs of SearchHelp, including information about costs, profits, markets,
sales, products, key personnel, pricing policies, operational methods, technical
processes and other business affairs and methods and other information not
readily available to the public, and plans for future development. SearchHelp
has invested substantial time and resources in developing, and then protecting,
its confidential and proprietary procedures and methods and in safeguarding its
property and materials as well as the property and materials of its customers.
These procedures and methods include, without limitation, all written policies
and procedures and other materials of SearchHelp and all property owned by
customers or entrusted by customers to the care of SearchHelp that have been
designated either as Trade Secrets and/or Confidential Information, each as
described below. Trade Secrets and Confidential Information are for the
exclusive benefit of SearchHelp, and by accepting employment with SearchHelp
Executive agrees that lie will not use, either directly or indirectly, any Trade
Secrets or Confidential Information for any purpose other than to perform his
duties as required by this Agreement. Confidential Information may also be
protected as a Trade Secret. Executive covenants and agrees that Executive will
keep secret all Trade Secrets and/or Confidential Information of SearchHelp
which are not otherwise in the public domain and will not disclose them to
anyone outside of SearchHelp, except where such disclosure may be required by
law.

            2.4.1 Trade Secrets. "Trade Secrets" include, without limitation,
compilations of market information, customer lists, supplier's lists, contracts
related to customers or suppliers, product development and research data, and
present as well as future strategic or business plans of SearchHelp.

            2.4.2 Confidential Information. "Confidential Information" includes,
without limitation: (a) information that is either designated by SearchHelp as
"Confidential" or that indicates through its policies, procedures or other
instructions should not be disclosed to anyone outside of SearchHelp except
through controlled means; (b) internal financial statements and analysis,
internal pricing and cost information and analysis, customer and supplier lists
and contact information, past, current, and future employee personnel files and
performance evaluations; individual salary, compensation. and/or benefits
information, and information concerning specified customer or supplier needs;
(c) all information entrusted to SearchHelp by its customers and all information
or data not readily available to individuals outside of SearchHelp whether in
written or other form, including, without limitation, information that is saved
in computer directories assigned for any employee's use and (d) voice-mail,
e-mail and Internet records, as well as SearchHelp's record management policies
and procedures.

            2.4.3 Scope of Section.As used in this Section 2.4, the term
"SearchHelp" shall mean and include each of SearchHelp and each SearchHelp
Affiliate.

      2.5. Non-Competition and Non-Solicitation. Unless the Company shall, prior
to the expiration of the Term of this Agreement, either (i) breach its
obligations under this Agreement, or (ii) terminate the Executive's employment
hereunder without "Good Cause" (as defined), during the full three year Initial
Term and any additional Term of this Agreement, the Executive agrees that
neither he nor any of his Affiliates shall directly or indirectly:
<PAGE>

            2.5.1 solicit or recruit any person who is then employed by
      SearchHelp or any SearchHelp Affiliate or who was employed by SearchHelp
      or any of SearchHelp Affiliate at any time during the six (6) month period
      preceding the date of termination or expiration of this Agreement for the
      purposes of being employed by Executive, by any entity or person on whose
      behalf Executive is acting as an agent, representative or employee or by
      any competitor of SearchHelp or any SearchHelp Affiliate; or

            2.5.2 engage in or participate as a stockholder, partner, joint
      venturer, participant, officer, employee, director, agent of or consultant
      for any business that is in direct competition with SearchHelp or any
      SearchHelp Affiliates.

      2.6 Indemnification; Insurance. SearchHelp shall, at SearchHelp's sole
expense, defend and indemnify Executive to the fullest extent permitted by law
in effect as of the date hereof, or as hereafter amended, against all costs,
expenses, liabilities and losses (including, without limitation, reasonable
attorneys' fees, judgments, fines, penalties, ERISA excise taxes, penalties and
amounts paid in settlement) reasonably incurred by Executive in connection with
a Proceeding (as hereinafter defined). For the purposes of this section, a
"Proceeding" shall mean any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if Executive is made, or is threatened to be
made, a party to, or a witness in, such action, suit or proceeding by reason of
the fact that he is or was an officer, director or employee of SearchHelp or any
SearchHelp Affiliate (or is or was serving as an officer, director, member,
employee, trustee or agent of any other entity at the request of any SearchHelp
or any SearchHelp Affiliate). Executive may participate in his defense with
Executive's own counsel. SearchHelp shall maintain a Director's and Officer's
insurance policy, naming and covering Executive in all of his employment
capacities. SearchHelp shall also provide coverage for Executive under liability
and such other insurance policies as may be reasonably warranted. The terms and
amount of such coverage and the company underwriting such policies shall be
subject to the reasonable approval of Executive.

      2.7 Employment Procedures. By accepting employment with SearchHelp, the
Executive:


            2.7.1. agrees to follow all of SearchHelp's lawful policies and
procedures which are otherwise applicable to all Company employees generally, as
they are currently constituted and as they may change from time to time after
written notice of such to Executive, in the handling and safeguarding of Trade
Secrets and Confidential Information, including, without limitation, all
sensitive, confidential, proprietary procedures and methods and all written
materials belonging to SearchHelp and/or SearchHelp Affiliates, as well as the
handling and safeguarding of any property belonging to customers of SearchHelp
and/or SearchHelp Affiliates and placed in its or their safeguarding and care;
and


            2.7.2. agrees to exercise due care and diligence to avoid any
      unauthorized publication, disclosure or use of Trade Secrets and/or
      Confidential Information and any documents or other materials or referring
      to them; and

<PAGE>

            2.7.3. agrees not to knowingly disclose to any third person at any
time or for any reason (other than controlled disclosure of Confidential
Information to investors, customers or vendors for legitimate business purposes
of SearchHelp or SearchHelp Affiliates), any Trade Secret or Confidential
Information, including, without limitation, any sensitive, proprietary procedure
or method of SearchHelp or SearchHelp Affiliates or any materials and/or
property referred to in this Section; and

            2.7.4. agrees not to reproduce for the use of any third party
without consent, the procedures or policies of SearchHelp or SearchHelp
Affiliates, or any property belonging to its customers or suppliers.

            2.7.6. The restrictions set forth in this Section 2.7 will not
restrict Executive from disclosing (but only to the proper recipient to the
extent expressly permitted by this Agreement) any Trade Secret and/or
Confidential Information which Executive is required to disclose by law or an
order of a court of competent jurisdiction or any relevant governmental or
regulatory agency; provided that Executive shall, unless otherwise required by
law or by rule of professional conduct, have given prior written notice to
SearchHelp of the disclosure requirement and of the information to be disclosed
to allow SearchHelp an opportunity to seek a protective order.

3.    Compensation.

      As compensation and consideration for all Services provided by Executive
during the Term pursuant to this Agreement, SearchHelp agrees to pay to
Executive the compensation set forth below.

      3.1. Base Salary; Bonuses. Executive shall receive an initial base salary
at the rate of One Hundred Thirty-Two Thousand Dollars ($132,000.00) per annum,
commencing on May 2, 2006, payable in equal installments on SearchHelp's regular
pay dates, subject to the usual and required payroll deductions and withholdings
("Base Salary"). Commencing May 2, 2007, and thereafter on each one (1) year
period of employment during the Term, the Company shall cause Executive's Base
Salary to be increased by at least five percent (5%). If the financial
performance of the Company warrants that the other senior executives of the
Company, namely the CEO, President, and COO, are able to accept their 10% salary
increase on or around May 2, 2007 as per their existing employment agreements,
the Executive shall also be entitled to receive a 10% increase, and not the 5%
minimum increase. Accordingly, during the Initial Term of this Agreement, such
annual Base Salary for the twelve months from May 2, 2007 to May 1, 2008 shall
be at least $138,600, and such Base Salary for the twelve months from May 2,
2008 to May 1, 2009 shall be at least $145,530. In addition to the foregoing,
Executive shall be entitled to receive a cash bonus in the sole discretion of
the Board at any time or from time to time.

      3.2. Stock Options. The Company acknowledges that it has granted to the
Executive stock options (the "Options") entitling the Executive to purchase an
aggregate of 900,000 shares of Common Stock, $0.0001 par value per share, of
SearchHelp (the "Option Shares"). The specific terms and conditions of such
Options shall be set forth in a separate written Option Agreement, with the
principal terms being as follows:

            3.2.1 The Options shall vest according to the following schedule:
180,000 on August 2, 2006, 240,000 on May 2, 2007, 240,000 on May 2, 2008, and
240,000 on May 2, 2009, each a "Vesting Date"), provided (with limited
exceptions) that the Executive shall continue to be employed on a full-time
basis with the Company and rendering Services to the Company and/or SearchHelp
Affiliates as at such Vesting Date. The Option Agreement shall provide for the
accelerated vesting of the Options under certain specified circumstances. .

<PAGE>

            3.2.2 Any Options that have vested shall accumulate and may
thereafter be exercised at any time, individually or on a cumulative basis, by
the Executive prior to the "Option Expiration Date" (as hereinafter defined).


            3.2.3 The exercise price for the Options shall be fair market value
on the date of the grant; provided that the applicable Exercise Price shall be
subject to equitable pro-rata adjustment in certain events and the number of
Option Shares shall be protected by customary anti-dilution provisions. The
Option Agreement shall provide for cashless exercise.

            3.2.4 All Option Shares issuable upon exercise of vested Options
shall be entitled to piggyback registration rights and can be registered on Form
S-8 or any other applicable form for registering securities of the Company, at
the option of the Board of Directors, at the earliest possible date.

            3.2.5       Unless exercised, any unexercised options shall expire
                        on May 2, 2011, unless previously exercised (the "Option
                        Expiration Date") and thereafter shall be of no further
                        force or effect.

            3.2.6       The Executive is eligible to earn additional stock
                        options based on performance.

      3.3   Additional Benefits.

            3.3.1. During the Initial Term, Executive shall be entitled to three
(3) weeks of vacation time during year one, and four (4) weeks of vacation
during years two and three, without deduction of salary. Such vacations shall be
taken at such time or times during the applicable year as may be determined by
Executive, with the consent of SearchHelp's President. SearchHelp acknowledges
Executive's desire to take a one week vacation within the first 120 days of
employment and will take all reasonable steps to accommodate Executive. Any
accrued vacation time remaining, but unused by Executive, at the completion of
Executive's employment shall be paid out to Executive within two weeks of the
termination of Executive's employment for any reason, and shall be calculated at
the pro-rated Base Salary rate in effect at the time of the termination. In
addition thereto, Executive shall be entitled to a reasonable number of days off
for illness, family emergency, religious observance or other personal reason, in
accordance with standard office policies then in effect, and which, if known in
advance, shall be prearranged with the consent of the Company.

            3.3.2. SearchHelp will reimburse Executive for all his reasonable
approved business expenses incurred in connection with the performance of
Executive's duties under this Agreement, in accordance with SearchHelp's general
policies regarding business expenses. Notwithstanding anything to the contrary
contained herein, or in SearchHelp's expense policies, Executive shall be
provided with an e-mail capable Cellular phone of his choice (the cost for such,
including all fees and charges, shall be borne solely by SearchHelp), and shall
be reimbursed for the purchase of a laptop computer. Any air travel required of
Executive in the performance of the Services shall be paid solely by SearchHelp
on an airline of Executive's choice and any such travel (including connections)
with a scheduled flight time (for the entire one-way journey) of five (5) hours
or more, as well as any international flight, may, with the reasonable consent
of SearchHelp's President, entail business class seating (or, if none is
available, then first class seating); and SearchHelp shall pay (or reimburse
Executive) for all costs and expenses associated with maintaining Executive's
professional licenses and qualifications


<PAGE>

            3.3.3. During the Term, SearchHelp shall offer Executive
participation in all employee benefits programs offered during the Term to other
senior SearchHelp executives. SearchHelp shall pay 100% of all premiums for
coverage of Executive's immediate family under the Company's health insurance
plan, if any (it being understood and agreed that SearchHelp shall not be
responsible for the payment of any "deductible," "co-insurance" or "patient's
portion" applicable under such health insurance).

            3.3.4. If Executive is required to stay overnight away from his home
in connection with the performance of his duties hereunder, SearchHelp shall
pay, or shall reimburse Executive, for all approved travel expenses incurred by
Executive (including air fare, hotel, meals and incidental expenses) as
specified in 3.2.2. above.

            3.3.6. During the period of Executive's employment by SearchHelp, he
shall be entitled to an automobile allowance of up to $800 per month.

            3.3.7. The Company acknowledges that the Executive had been trying
to find marketing and distribution agreements for the Company's products,
through five (5) pre-established contacts as per a consulting agreement, before
this employment agreement began, and the Company has agreed to honor the
results, if any, of these five (5) pre-established contacts.

4.    Termination.

      4.1.  Termination by the Company.

            4.1.1. Good Cause. SearchHelp shall have the right, at its election,
to terminate this Agreement at any time during the Term for "Good Cause." As
used in this Agreement, the term "Good Cause" shall mean and be limited to:

                  (a) the failure of the Executive to follow the reasonable
            directives of the Board or the President, unless such failure is
            fully cured by the Executive within thirty (30) days of written
            notice thereof and is not thereafter repeated (in which event no
            notice need be given);

                  (b) self-dealing or a material breach by the Executive of his
            fiduciary duties to SearchHelp and the SearchHelp Affiliates, unless
            such breach is fully cured by the Executive within thirty (30) days
            of written notice thereof and is not thereafter repeated (in which
            event no notice need be given);

                  (c) the Executive's inability to perform the Services (whether
            as a result of his death, Disability (as defined below) or any other
            reason, other than a Material Breach (as defined below)) or the
            Executive's incompetence in adequately performing the Services,
            within reason, unless such failure to perform is not fully cured by
            the Executive within thirty (30) days of written notice thereof and
            is not thereafter repeated (in which event no notice need be given);

                  (d) a single act of omission or commission by the Executive so
            grievous as to constitute theft, conviction or the plea of nolo
            contendere of a felony, or commission of an act of fraud,
            embezzlement or sexual harassment (in which event no notice need be
            given); or

<PAGE>

                  (e) a material breach of any material covenant, condition or
            agreement on the part of the Executive to be performed under this
            Agreement; unless such breach or non-performance is fully cured (if
            curable) by the Executive within thirty (30) days of written notice
            thereof and is not thereafter repeated (in which event no notice
            need be given).

            4.1.2. Effect of Termination for Good Cause. Should this Agreement
be terminated by the Company for Good Cause except as a result of his death or
disability as defined below, the Executive shall have no right to any further
Base Salary, shall forfeit all non-vested Options, and shall not receive any
severance or other benefits or compensation from and after termination other
than those which would normally survive, such as Executive's entitlement to
accrued, but unused, vacation pay or continuation of health care benefits under
COBRA or other applicable law.

4.1.3 Effect of Termination by Company. Except for a termination of the
Executive's employment under this Agreement by the Company during the first
ninety (90) days of the Initial Term, Executive shall be entitled to a severance
payment equal to one (1) month's salary during year one, two (2) months' salary
during year two, and 3 months' salary during year three.

4.1.4 Effect of Termination by Company during the initial ninety (90) days.
Notwithstanding anything in this Agreement to the contrary, should the
Executive's employment under this Agreement be terminated by the Company for any
reason during the first ninety (90) days of the Initial Term, the Company and
Executive have agreed to the following severance terms in lieu of all other
severance provisions: one (1) week's salary during initial 30-days, two (2)
weeks' salary during initial 60-days, and three (3) weeks' salary during initial
90-days.

      4.2.  Termination by Executive.

            4.2.1. SearchHelp's Material Breach. Executive shall have the right,
at his election to terminate this Agreement in the event of a "Material Breach"
by the Company. A "Material Breach" shall consist of


                  (b) SearchHelp's failure or refusal to comply with a material
            term of this Agreement,

                  (c) SearchHelp's failure or inability to timely pay the
            compensation and other benefits required to be paid to Executive
            hereunder (within 30 days of their due date),

                  (d) an inappropriate change in the nature of Executive's
            Services; or

                  (e) the termination of Executive's employment hereunder for
            reasons other than "Good Cause."

            4.2.2. Effect of Termination by Executive. In the event that the
Executive terminate this Agreement due to a Material Breach, the provisions of
Section 4.1.3 shall apply mutatis mutandi.

<PAGE>

      4.3   Change in Control.

            4.3.1 Unless the Company has in effect a Change of Control Severance
Plan or similar arrangement applicable to Executive (and in which Executive has
consented to participate) at the time a Change of Control (as defined below)
shall have occurred, the following provisions of this Section 4.3 shall apply.

            4.3.2 For purposes of this Agreement, a "Change of Control" is
defined as the occurrence of any of the following:

                  4.3.2.1 Any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company's then outstanding voting securities;

                  4.3.2.2 Any merger or consolidation of the Company with any
other entity that has been approved by the stockholders of the Company, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than fifty percent (50%)of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the Company;

                  4.3.2.3 Any sale or disposition by the Company, in one
transaction or a series of related transactions, of all or substantially all the
Company's assets; or

                  4.3.2.4 A change in the composition of the Board occurring
within a two-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. An "Incumbent Director" is defined as a
director who either (A) is a director of the Company as of the Effective Date,
or (B) is elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such
election or nomination.

            4.3.3 Effect of Change of Control Termination. If Executive (i)is
terminated by the Company other than for Good Cause within ninety (90)days prior
to a Change of Control or as a result of or in connection with a Change of
Control or (ii) is terminated by the Company (or its successor entity) other
than for Good Cause within twelve (12) months following a Change of Control or
(iii) resigns upon a material breach within twelve (12) months following a
Change of Control, the Company (or its successor) shall, for twelve (12) months
following the date of such termination, pay to Executive or provide Executive
with Executive's Base Salary, existing health and disability insurance, and all
other compensation and benefits specified in this Agreement, and all unvested
Options shall vest immediately and be exercisable as though such termination had
not occurred.

5     Death and Disability.

      5.1. Death. The Term shall immediately terminate upon Executive's death as
certified in accordance with the provisions of New York law ("Death").


<PAGE>

      5.2. Disability. As used herein, the term "Disability" shall mean
Executive becoming unable to perform the Services as a result of his/her
permanent or temporary, total or partial, physical or mental disability. In such
event, the Company shall not have the right (absent of Good Cause) to terminate
this Agreement due to Disability prior to the expiration of the Disability
Period. As used herein, the term "Disability Period" shall mean the period
commencing on the first day upon which such Disability occurs and ending on the
first to occur of the following: (i) the expiration of the Term; (ii) if the
Disability is continuous through the sixty (60) consecutive days following the
day on which the Disability occurs, then the last day of such sixty (60)
consecutive days; and (iii) if the Disability is intermittent and shall exist
throughout the Term following the day on which the Disability occurs, then the
cumulative sixtieth (60th) day of such Disability Period.

      5.3. Effect of Death or Disability. Should the Term be terminated in
accordance with the provisions of Sections 5.1 or 5.2 by reason of Executive's
Death or Disability, Executive or his estate (as the case may be) shall have no
right to any further Base Salary (other than Options vested at the time of such
Death or Disability); provided, however, that the Base Salary otherwise payable
during the Disability Period shall nevertheless be payable on the terms set
forth herein to Executive as a disability benefit ("Disability Benefit"). Any
disability insurance proceeds actually received by Executive from SearchHelp's
disability insurance carrier during the Disability Period with respect to such
Disability shall reduce on a dollar-for-dollar basis the Disability Benefit
otherwise payable by SearchHelp during the Disability Period pursuant to this
Section 5.3). Executive or his estate (as the case may be) shall be entitled to
severance payments in accordance to Sections 4.1.3 and 4.1.4 as applicable.

6.    General.

      6.1. Applicable Law Controls. Nothing contained in this Agreement shall be
construed to require the commission of any act contrary to law and wherever
there is any conflict between any provisions of this Agreement and any material
statute, law, ordinance or regulation contrary to which the parties have no
legal right to contract, then the latter shall prevail; provided, however, that
in any such event the provisions of the Agreement so affected shall be curtailed
and limited only to the extent necessary to bring them within applicable legal
requirements, and provided further that if any obligation to pay the Base Salary
or any other amount due Executive hereunder is so curtailed, then such
compensation or amount shall be paid as soon thereafter, either during or
subsequent to the Term, as permissible.

      6.2. Waiver/Estoppel. Any party hereto may waive the benefit of any term,
condition or covenant in this Agreement or any right or remedy at law or in
equity to which any party may be entitled but only by an instrument in writing
signed by the parties to be charged. No estoppel may be raised against any party
except to the extent the other parties rely on an instrument in writing, signed
by the party to be charged, specifically reciting that the other parties may
rely thereon. The parties' rights and remedies under and pursuant to this
Agreement or at law or in equity shall be cumulative and the exercise of any
rights or remedies under one provision hereof or rights or remedies at law or in
equity shall not be deemed an election of remedies; and any waiver or
forbearance of any breach of this Agreement or remedy granted hereunder or at
law or in equity shall not be deemed a waiver or any other provision hereof or
of the opportunity to exercise such right or remedy or any other right or
remedy, whether or not similar, at any preceding or subsequent time.


<PAGE>

      6.3. Notices. Any notice which SearchHelp is required or may desire to
give to Executive hereunder shall be in writing and may be served by delivering
it to Executive, or by sending it to Executive by mail, telex or telegraph, at
Executive's address first written above or such substitute address as Executive
may from time to time designate to SearchHelp. Any notice which Executive is
required or may desire to serve upon SearchHelp hereunder shall be in writing
and may be served by delivering it personally or sending it by mail, email or
facsimile transmission to the address set forth on Page 1 hereof, Attn:
President, or such other substitute addresses as SearchHelp may from time to
time designate by notice to Executive.

      6.4. Governing Law. This Agreement shall be governed by, construed and
enforced and the legality and validity of each term and condition shall be
determined in accordance with the internal, substantive laws of the State of New
York (without regard to its choice of law principles and without regard to any
requirement that any provisions of this Agreement be interpreted against the
party who drafted it) applicable to agreements fully executed and performed
entirely in New York.

      6.5 Dispute Resolution and Arbitration. In the event that any dispute
arises between Company and Executive regarding or relating to this Agreement
and/or any aspect of the Executive's employment relationship with the Employer,
AND IN LIEU OF LITIGATION AND A TRIAL BY JURY, the parties consent to resolve
such dispute through mandatory arbitration administered by the American
Arbitration Association ("AAA") in accordance with its Commercial Arbitration
Rules then in effect, and judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. Any arbitration shall be
held in New York, New York before a single arbitrator who shall be selected by
the mutual agreement of Company and Executive, unless the parties are unable to
agree to an arbitrator, in which case, the arbitrator will be selected under the
procedures of the AAA. The arbitrator shall have the authority to award any
remedy or relief that a court of competent jurisdiction could order or grant,
including, without limitation, the issuance of an injunction. However, either
party may, without inconsistency with this arbitration provision, apply to any
court having jurisdiction over such dispute or controversy and seek interim
provisional, injunctive or other equitable relief until the arbitration award is
rendered or the controversy is otherwise resolved. Except as necessary in court
proceedings to enforce this arbitration provision or an award rendered
hereunder, or to obtain interim relief, neither a party nor an arbitrator may
disclose the existence, content or results of any arbitration hereunder without
the prior written consent of Company and Executive. The parties hereby consent
to the exclusive jurisdiction in the state and Federal courts located in the
City of New York, County of New York and State of New York for purposes of
seeking such injunctive or equitable relief as set forth above. Notwithstanding
any choice of law provision included in this Agreement, the United States
Federal Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision. Company shall pay the costs of any arbitrator appointed
hereunder and the costs of such arbitration.

      6.6 No Joint Venture. Nothing herein contained shall constitute a
partnership between or joint venture by the parties hereto or appoint any party
the agent of the other party. No party shall hold itself out contrary to the
terms of this Paragraph and, except as otherwise specifically provided herein,
no party shall become liable for the representation, act of omission of any
third party who is not referred to herein and shall not be deemed to give any
right or remedy to any such third party.

<PAGE>

      6.7. Modification/Entire Agreement. This Agreement may not be altered,
modified or amended except by an instrument in writing signed by all of the
parties hereto. No person, whether or not an officer, agent, employee or
representative of any party, has made or has any authority to make for or on
behalf of that party any agreement, representation, warranty, statement.
promise, arrangement or understanding not expressly set forth in any other
document executed by the parties concurrently herewith ("Parol Agreements").
This Agreement, together with SearchHelp's Employee Handbook, and all other
documents executed by the parties concurrently herewith constitute the entire
agreement between the parties and supersede all express or implied, prior or
concurrent, Parol Agreements and prior written agreements with respect to the
subject matter hereof. The parties acknowledge that in entering into this
Agreement, they have not relied and will not in any way rely upon any Parol
Agreements.

      6.8. Headings; Language. The headings in this Agreement have been inserted
for convenience only and shall have no substantive effect. The language of all
parts of this Agreement shall in all cases be considered as a whole, according
to its fair meaning, and not strictly for or against any of the parties. The
parties hereby acknowledge and agree that the language of this Agreement shall
be considered jointly drafted.

      6.9. Counterparts. This Agreement may be executed in two or more
counterparts, by original signature or via facsimile signature, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

      6.10. Separate and Severable. Each term, clause and provision of this
Agreement is separate and independent, arid should any term, cause or provision
of this Agreement be found to be invalid or unenforceable, the validity of-the
remaining terms, clauses, and provisions shall not be affected. As to those
terms, clauses or provisions found to be invalid or unenforceable, they shall be
replaced with valid and enforceable provisions that achieve, to the extent
possible, the economic, business and other purposes of the invalid or,
unenforceable provisions.

      6.11. Survival. To the extent required to give them effect, any provisions
of this Agreement that would reasonably be expected to survive the termination
of this Agreement shall survive such termination for any reason.

If the foregoing accurately reflects the substance of our mutual agreement and
understanding, please confirm your agreement to the foregoing by signing below
where indicated.

Very truly yours,

SEARCHHELP, INC.


By:  ____________________
By:  Joseph Carrizzo
Its:   President

ACCEPTED AND AGREED TO:


-------------------------
       John Caruso


<PAGE>

                                   Exhibit II

              SEARCHHELP NAMES JOHN CARUSO CHIEF FINANCIAL OFFICER



BETHPAGE, NY--(BUSINESS WIRE)--May 8, 2006--SearchHelp, Inc., (OTC: SHLP) , the
provider of state of the art software solutions that ensure the safety of all
family members on the Internet, is pleased to announce that it has named John
Caruso its Chief Financial Officer. Mr. Caruso comes to SearchHelp with over 25
years of accounting and management level experience.

"We are very pleased that John has decided to join the SearchHelp team," said
Joseph Carrizzo, President of SearchHelp. "He brings a combination of financial
and operational experience with fast growth, technology-focused enterprises,
including software development and Internet-based services that will prove
invaluable as we move the Company forward into the next phase of growth."

"As the father of two pre-teenagers, I worry about the very real dangers that
the Internet can pose to everyone, particularly children" Caruso said. "I am
proud to be associated with a company and a line of products that can make a
real difference in protecting families and their personal information from
Internet predators, whether at home, in school, in libraries or at the office."

Mr. Caruso has held diverse leadership positions with companies ranging from
entrepreneurial ventures to multi-national corporations. From 1980 to 1991, Mr.
Caruso worked as a CPA with national and regional public accounting firms. Since
1991, he has served in a series of senior-level financial and operational
positions in the U.S. and Europe.

ABOUT SEARCHHELP

SearchHelp, Inc. markets and develops software services committed to real-time
online protection and family safety. The company sells software products that
offer parental controls that enable parents to monitor and regulate, both in
home, and remotely, their child's computer activity through timely reports via
email and cell phone. Additionally, SearchHelp markets commercial imaging
products utilizing new and emerging technology through its wholly owned
subsidiary E-Top-Pics.

Statements in this press release or in other SearchHelp communications may
relate to future events or SearchHelp's future performance. Such statements are
forward-looking statements and are based on present information SearchHelp has
related to its existing business circumstances. Investors are cautioned that
such forward-looking statements are subject to inherent risks and that actual
results may differ materially from such forward- looking statements. Further,
investors are cautioned that SearchHelp does not assume any obligation to update
forward-looking statements based on unanticipated events or changed
expectations. SearchHelp makes such forward-looking statements under the
provisions of the "safe harbor" section of the Private Securities Litigation
Reform Act of 1995.
{"company-data": {"conformed-name": "SEARCHHELP INC", "cik": "0001163573", "assigned-sic": "7380", "irs-number": "113621755", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31590", "film-number": "06815892"}, "mail-address": {"street1": "1055 STEWART AVE STE 12", "city": "BETHPAGE", "state": "NY", "zip": "11714"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported)
                                   May 2, 2006

                                SEARCHHELP, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                   333-97687               11-3621755
--------------------------------------------------------------------------------
(State or other jurisdiction  (Commission File Number)      (IRS Employer
      of incorporation)                                   Identification No.)

             1055 Stewart Avenue, Suite 12, Bethpage, New York 11714
          (Address of principal executive offices, including zip code)

                                  516-922-4765
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communication pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

On May 2, 2006, SearchHelp, Inc. (the "Company") named John Caruso its Chief
Financial Officer.

Mr. Caruso has over 25 years of accounting and management-level experience. From
November 2004 through April 2006, Mr. Caruso was Vice President and Controller
of First Sterling Financial, Inc., a real estate syndicator. From April 2002
through June 2004, he was Vice President - Finance and Administration for
AccountantsWorld , Inc., a developer of software and provider of Internet
services for the accounting profession. From September 1999 through October
2001, he was Senior Vice President - Finance and Operations of CityReach
International Ltd., a London-based owner and operator of data centers throughout
Europe. Earlier in his career, Mr. Caruso worked as a certified public
accountant with national and regional accounting firms.

Mr. Caruso entered into a three-year employment agreement with the Company
providing a base salary initially equal to $132,000 per annum, and increasing by
at least five percent in each subsequent year. Mr. Caruso was also granted
options to purchase an aggregate of 900,000 shares of the Company's common
stock, which options vest according to the following schedule: 180,000 on August
2, 2006, 240,000 on May 2, 2007, 240,000 on May 2, 2008, and 240,000 on May 2,
2009. Mr. Caruso is also entitled to employee benefits of health insurance and
an automobile allowance of up to $800 per month. If the employment agreement is
terminated by the Company after the initial 90 days, Mr. Caruso will receive a
severance payment equal to one month's salary during the first year, two months'
salary during the second year, and three months' salary during the third year.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

I.    Employment agreement between the Company and John Caruso
II.   Press release issued by the Company announcing the appointment of John
      Caruso as Chief Financial Officer
SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: May 8, 2006

                                      SEARCHHELP, INC.

                                      By:  /s/ Joseph Carrizzo
                                         ---------------------
                                      Name:    Joseph Carrizzo
                                      Title:   President
Exhibit I

                                SEARCHHELP, INC.
                               1055 Stewart Avenue
                                    Suite 12
                            Bethpage, New York 11714

                                 April 24, 2006

John Caruso
131 Pond Path
Lake Grove, NY 11755

Re: Employment Agreement

Dear Mr. Caruso:

When executed by you ("Executive") and by a duly authorized representative of
SearchHelp, Inc. ("SearchHelp" or the "Company"), this letter agreement
("Agreement") shall set forth the terms and conditions of your employment with
the Company.

1.    Definitions.

      Unless otherwise separately defined herein, as used in this Agreement, the
following terms shall have the meanings set forth below:

      "Affiliate" shall have the same meaning as that term is defined in Rule
405 promulgated under the Securities Act of 1933, as amended.

      "SearchHelp Affiliates" shall mean and include any subsidiary of
SearchHelp or any division thereof now existing or formed at any time after the
date of this Agreement; any corporation which may merge into or with which
SearchHelp may be merged or consolidated; any corporation which may result from
any reorganization of SearchHelp.

2.    Services.

      2.1. Employment.

      Subject to the terms and conditions hereinafter set forth, as of April 24,
2006 (the "Effective Date") and thereafter throughout the "Term" (as hereinafter
defined) of this Agreement, the Executive shall be employed by the Company.

      2.2. Title; Duties and Responsibilities; Reporting; Place of Performance..

            2.2.1. During the Term, Executive shall have the title of Senior
Vice President/Chief Financial Officer of SearchHelp. Executive may have one or
more other titles with SearchHelp and/or those SearchHelp Affiliates as shall be
designated from time to time by the Board of Directors of SearchHelp (the
"Board"); provided that such titles are consistent with Executive's position and
status as Senior Vice President/Chief Financial Officer of SearchHelp.

            2.2.2 Executive shall perform such services and duties
(collectively, the "Services") as are customarily required of a Chief Financial
Officer of a corporation in the Company's industry or lines of business or
similar to the Company in revenues, market capitalization and number of
employees (a "Comparable Company"). In addition to his duties as Senior Vice
President/Chief Financial Officer of SearchHelp, Executive shall render, to
SearchHelp and SearchHelp Affiliates, such other services and duties consistent
with Executive's position and status as Senior Vice President/Chief Financial
Officer of SearchHelp, as may be designated from time to time by the Board,
without any additional remuneration under this Agreement.
2.2.3 Executive's Services will involve duties in areas such as, but not
limited to, finance, securities regulation and compliance (including, but not
limited to, preparation and filing of periodic securities reports required by
the U.S. Securities and Exchange Commission, state "blue sky" regulations, or
the rules of national securities exchanges), budgets and operations, treasury
functions, employee benefits, administration and insurance coverage.

      2.2.4 Executive shall report to SearchHelp's President and/or the Board,
as appropriate.

      2.2.5 Executive shall perform such services and duties at the Company's
headquarters on Long Island, New York except when required to travel in the
normal course of performing his duties.

      2.3.  Term / Exclusivity.

            2.3.1. The Term of this Agreement shall commence on May 2, 2006 (the
"Effective Date") and shall continue through May 1, 2009 (the "Initial Term")
unless sooner terminated in accordance with the provisions of this Agreement.
Following the Initial Term, this Agreement and the Executive's employment may be
continued either under this Agreement or any other agreement, upon such terms
and conditions as the Executive and the Company may mutually agree. The Initial
Term and any subsequent term of employment of the Executive are herein
collectively referred to as the "Term". Notwithstanding the foregoing, upon the
completion of the Initial Term, Executive's employment shall continue on a month
to month basis on the terms and conditions specified in this Agreement as though
the Initial Term had not expired.

            2.3.2. Executive agrees to devote his business and professional time
to the performance of the Services, and shall undertake to perform such Services
in a competent and professional manner, consistent with the skills to be
possessed by the Chief Financial Officer of a Comparable Company. Executive
shall consider his employment by the Company his principal employment; however,
Executive shall be permitted to engage in other charitable, community,
professional or business activities from time to time, so long as such other
activities do not materially interfere with his performance hereunder.

            2.3.3. The Executive acknowledges that the Services shall be
performed as an "exempt' employee and that, as such, he shall not be entitled to
overtime or compensatory compensation, other than periodic bonuses as may be
awarded to the Executive from time to time by the Board of Directors of the
Company in the exercise of their sole discretion.

            2.3.4. Notwithstanding anything to the contrary contained in this
Section 2.3, Executive may acquire and/or retain, solely as an investment, and
may take customary actions to maintain and preserve Executive's ownership of:
(a) Securities of any partnership, trust, corporation or other
            person which are registered under Sections 12(b) or 12(g) of the
            Securities Exchange Act of 1934, as amended and which are publicly
            traded as long as Executive's investment amounts to less than ten
            (10%) percent of the equity in such entity; and

                  (b) Any securities of a partnership, trust, corporation or
            other person not registered as set forth in Section 2.3.5(a) above
            so long as such entity is not, directly or indirectly, in
            competition with SearchHelp.

      2.4. Confidentiality. Executive acknowledges that the Services will,
throughout the Term, bring Executive into close contact with many confidential
affairs of SearchHelp, including information about costs, profits, markets,
sales, products, key personnel, pricing policies, operational methods, technical
processes and other business affairs and methods and other information not
readily available to the public, and plans for future development. SearchHelp
has invested substantial time and resources in developing, and then protecting,
its confidential and proprietary procedures and methods and in safeguarding its
property and materials as well as the property and materials of its customers.
These procedures and methods include, without limitation, all written policies
and procedures and other materials of SearchHelp and all property owned by
customers or entrusted by customers to the care of SearchHelp that have been
designated either as Trade Secrets and/or Confidential Information, each as
described below. Trade Secrets and Confidential Information are for the
exclusive benefit of SearchHelp, and by accepting employment with SearchHelp
Executive agrees that lie will not use, either directly or indirectly, any Trade
Secrets or Confidential Information for any purpose other than to perform his
duties as required by this Agreement. Confidential Information may also be
protected as a Trade Secret. Executive covenants and agrees that Executive will
keep secret all Trade Secrets and/or Confidential Information of SearchHelp
which are not otherwise in the public domain and will not disclose them to
anyone outside of SearchHelp, except where such disclosure may be required by
law.

            2.4.1 Trade Secrets. "Trade Secrets" include, without limitation,
compilations of market information, customer lists, supplier's lists, contracts
related to customers or suppliers, product development and research data, and
present as well as future strategic or business plans of SearchHelp.

            2.4.2 Confidential Information. "Confidential Information" includes,
without limitation: (a) information that is either designated by SearchHelp as
"Confidential" or that indicates through its policies, procedures or other
instructions should not be disclosed to anyone outside of SearchHelp except
through controlled means; (b) internal financial statements and analysis,
internal pricing and cost information and analysis, customer and supplier lists
and contact information, past, current, and future employee personnel files and
performance evaluations; individual salary, compensation. and/or benefits
information, and information concerning specified customer or supplier needs;
(c) all information entrusted to SearchHelp by its customers and all information
or data not readily available to individuals outside of SearchHelp whether in
written or other form, including, without limitation, information that is saved
in computer directories assigned for any employee's use and (d) voice-mail,
e-mail and Internet records, as well as SearchHelp's record management policies
and procedures.

            2.4.3 Scope of Section.As used in this Section 2.4, the term
"SearchHelp" shall mean and include each of SearchHelp and each SearchHelp
Affiliate.

      2.5. Non-Competition and Non-Solicitation. Unless the Company shall, prior
to the expiration of the Term of this Agreement, either (i) breach its
obligations under this Agreement, or (ii) terminate the Executive's employment
hereunder without "Good Cause" (as defined), during the full three year Initial
Term and any additional Term of this Agreement, the Executive agrees that
neither he nor any of his Affiliates shall directly or indirectly:
2.5.1 solicit or recruit any person who is then employed by
      SearchHelp or any SearchHelp Affiliate or who was employed by SearchHelp
      or any of SearchHelp Affiliate at any time during the six (6) month period
      preceding the date of termination or expiration of this Agreement for the
      purposes of being employed by Executive, by any entity or person on whose
      behalf Executive is acting as an agent, representative or employee or by
      any competitor of SearchHelp or any SearchHelp Affiliate; or

            2.5.2 engage in or participate as a stockholder, partner, joint
      venturer, participant, officer, employee, director, agent of or consultant
      for any business that is in direct competition with SearchHelp or any
      SearchHelp Affiliates.

      2.6 Indemnification; Insurance. SearchHelp shall, at SearchHelp's sole
expense, defend and indemnify Executive to the fullest extent permitted by law
in effect as of the date hereof, or as hereafter amended, against all costs,
expenses, liabilities and losses (including, without limitation, reasonable
attorneys' fees, judgments, fines, penalties, ERISA excise taxes, penalties and
amounts paid in settlement) reasonably incurred by Executive in connection with
a Proceeding (as hereinafter defined). For the purposes of this section, a
"Proceeding" shall mean any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if Executive is made, or is threatened to be
made, a party to, or a witness in, such action, suit or proceeding by reason of
the fact that he is or was an officer, director or employee of SearchHelp or any
SearchHelp Affiliate (or is or was serving as an officer, director, member,
employee, trustee or agent of any other entity at the request of any SearchHelp
or any SearchHelp Affiliate). Executive may participate in his defense with
Executive's own counsel. SearchHelp shall maintain a Director's and Officer's
insurance policy, naming and covering Executive in all of his employment
capacities. SearchHelp shall also provide coverage for Executive under liability
and such other insurance policies as may be reasonably warranted. The terms and
amount of such coverage and the company underwriting such policies shall be
subject to the reasonable approval of Executive.

      2.7 Employment Procedures. By accepting employment with SearchHelp, the
Executive:

            2.7.1. agrees to follow all of SearchHelp's lawful policies and
procedures which are otherwise applicable to all Company employees generally, as
they are currently constituted and as they may change from time to time after
written notice of such to Executive, in the handling and safeguarding of Trade
Secrets and Confidential Information, including, without limitation, all
sensitive, confidential, proprietary procedures and methods and all written
materials belonging to SearchHelp and/or SearchHelp Affiliates, as well as the
handling and safeguarding of any property belonging to customers of SearchHelp
and/or SearchHelp Affiliates and placed in its or their safeguarding and care;
and

            2.7.2. agrees to exercise due care and diligence to avoid any
      unauthorized publication, disclosure or use of Trade Secrets and/or
      Confidential Information and any documents or other materials or referring
      to them; and
2.7.3. agrees not to knowingly disclose to any third person at any
time or for any reason (other than controlled disclosure of Confidential
Information to investors, customers or vendors for legitimate business purposes
of SearchHelp or SearchHelp Affiliates), any Trade Secret or Confidential
Information, including, without limitation, any sensitive, proprietary procedure
or method of SearchHelp or SearchHelp Affiliates or any materials and/or
property referred to in this Section; and

            2.7.4. agrees not to reproduce for the use of any third party
without consent, the procedures or policies of SearchHelp or SearchHelp
Affiliates, or any property belonging to its customers or suppliers.

            2.7.6. The restrictions set forth in this Section 2.7 will not
restrict Executive from disclosing (but only to the proper recipient to the
extent expressly permitted by this Agreement) any Trade Secret and/or
Confidential Information which Executive is required to disclose by law or an
order of a court of competent jurisdiction or any relevant governmental or
regulatory agency; provided that Executive shall, unless otherwise required by
law or by rule of professional conduct, have given prior written notice to
SearchHelp of the disclosure requirement and of the information to be disclosed
to allow SearchHelp an opportunity to seek a protective order.

3.    Compensation.

      As compensation and consideration for all Services provided by Executive
during the Term pursuant to this Agreement, SearchHelp agrees to pay to
Executive the compensation set forth below.

      3.1. Base Salary; Bonuses. Executive shall receive an initial base salary
at the rate of One Hundred Thirty-Two Thousand Dollars ($132,000.00) per annum,
commencing on May 2, 2006, payable in equal installments on SearchHelp's regular
pay dates, subject to the usual and required payroll deductions and withholdings
("Base Salary"). Commencing May 2, 2007, and thereafter on each one (1) year
period of employment during the Term, the Company shall cause Executive's Base
Salary to be increased by at least five percent (5%). If the financial
performance of the Company warrants that the other senior executives of the
Company, namely the CEO, President, and COO, are able to accept their 10% salary
increase on or around May 2, 2007 as per their existing employment agreements,
the Executive shall also be entitled to receive a 10% increase, and not the 5%
minimum increase. Accordingly, during the Initial Term of this Agreement, such
annual Base Salary for the twelve months from May 2, 2007 to May 1, 2008 shall
be at least $138,600, and such Base Salary for the twelve months from May 2,
2008 to May 1, 2009 shall be at least $145,530. In addition to the foregoing,
Executive shall be entitled to receive a cash bonus in the sole discretion of
the Board at any time or from time to time.

      3.2. Stock Options. The Company acknowledges that it has granted to the
Executive stock options (the "Options") entitling the Executive to purchase an
aggregate of 900,000 shares of Common Stock, $0.0001 par value per share, of
SearchHelp (the "Option Shares"). The specific terms and conditions of such
Options shall be set forth in a separate written Option Agreement, with the
principal terms being as follows:

            3.2.1 The Options shall vest according to the following schedule:
180,000 on August 2, 2006, 240,000 on May 2, 2007, 240,000 on May 2, 2008, and
240,000 on May 2, 2009, each a "Vesting Date"), provided (with limited
exceptions) that the Executive shall continue to be employed on a full-time
basis with the Company and rendering Services to the Company and/or SearchHelp
Affiliates as at such Vesting Date. The Option Agreement shall provide for the
accelerated vesting of the Options under certain specified circumstances. .
3.2.2 Any Options that have vested shall accumulate and may
thereafter be exercised at any time, individually or on a cumulative basis, by
the Executive prior to the "Option Expiration Date" (as hereinafter defined).

            3.2.3 The exercise price for the Options shall be fair market value
on the date of the grant; provided that the applicable Exercise Price shall be
subject to equitable pro-rata adjustment in certain events and the number of
Option Shares shall be protected by customary anti-dilution provisions. The
Option Agreement shall provide for cashless exercise.

            3.2.4 All Option Shares issuable upon exercise of vested Options
shall be entitled to piggyback registration rights and can be registered on Form
S-8 or any other applicable form for registering securities of the Company, at
the option of the Board of Directors, at the earliest possible date.

            3.2.5       Unless exercised, any unexercised options shall expire
                        on May 2, 2011, unless previously exercised (the "Option
                        Expiration Date") and thereafter shall be of no further
                        force or effect.

            3.2.6       The Executive is eligible to earn additional stock
                        options based on performance.

      3.3   Additional Benefits.

            3.3.1. During the Initial Term, Executive shall be entitled to three
(3) weeks of vacation time during year one, and four (4) weeks of vacation
during years two and three, without deduction of salary. Such vacations shall be
taken at such time or times during the applicable year as may be determined by
Executive, with the consent of SearchHelp's President. SearchHelp acknowledges
Executive's desire to take a one week vacation within the first 120 days of
employment and will take all reasonable steps to accommodate Executive. Any
accrued vacation time remaining, but unused by Executive, at the completion of
Executive's employment shall be paid out to Executive within two weeks of the
termination of Executive's employment for any reason, and shall be calculated at
the pro-rated Base Salary rate in effect at the time of the termination. In
addition thereto, Executive shall be entitled to a reasonable number of days off
for illness, family emergency, religious observance or other personal reason, in
accordance with standard office policies then in effect, and which, if known in
advance, shall be prearranged with the consent of the Company.

            3.3.2. SearchHelp will reimburse Executive for all his reasonable
approved business expenses incurred in connection with the performance of
Executive's duties under this Agreement, in accordance with SearchHelp's general
policies regarding business expenses. Notwithstanding anything to the contrary
contained herein, or in SearchHelp's expense policies, Executive shall be
provided with an e-mail capable Cellular phone of his choice (the cost for such,
including all fees and charges, shall be borne solely by SearchHelp), and shall
be reimbursed for the purchase of a laptop computer. Any air travel required of
Executive in the performance of the Services shall be paid solely by SearchHelp
on an airline of Executive's choice and any such travel (including connections)
with a scheduled flight time (for the entire one-way journey) of five (5) hours
or more, as well as any international flight, may, with the reasonable consent
of SearchHelp's President, entail business class seating (or, if none is
available, then first class seating); and SearchHelp shall pay (or reimburse
Executive) for all costs and expenses associated with maintaining Executive's
professional licenses and qualifications
3.3.3. During the Term, SearchHelp shall offer Executive
participation in all employee benefits programs offered during the Term to other
senior SearchHelp executives. SearchHelp shall pay 100% of all premiums for
coverage of Executive's immediate family under the Company's health insurance
plan, if any (it being understood and agreed that SearchHelp shall not be
responsible for the payment of any "deductible," "co-insurance" or "patient's
portion" applicable under such health insurance).

            3.3.4. If Executive is required to stay overnight away from his home
in connection with the performance of his duties hereunder, SearchHelp shall
pay, or shall reimburse Executive, for all approved travel expenses incurred by
Executive (including air fare, hotel, meals and incidental expenses) as
specified in 3.2.2. above.

            3.3.6. During the period of Executive's employment by SearchHelp, he
shall be entitled to an automobile allowance of up to $800 per month.

            3.3.7. The Company acknowledges that the Executive had been trying
to find marketing and distribution agreements for the Company's products,
through five (5) pre-established contacts as per a consulting agreement, before
this employment agreement began, and the Company has agreed to honor the
results, if any, of these five (5) pre-established contacts.

4.    Termination.

      4.1.  Termination by the Company.

            4.1.1. Good Cause. SearchHelp shall have the right, at its election,
to terminate this Agreement at any time during the Term for "Good Cause." As
used in this Agreement, the term "Good Cause" shall mean and be limited to:

                  (a) the failure of the Executive to follow the reasonable
            directives of the Board or the President, unless such failure is
            fully cured by the Executive within thirty (30) days of written
            notice thereof and is not thereafter repeated (in which event no
            notice need be given);

                  (b) self-dealing or a material breach by the Executive of his
            fiduciary duties to SearchHelp and the SearchHelp Affiliates, unless
            such breach is fully cured by the Executive within thirty (30) days
            of written notice thereof and is not thereafter repeated (in which
            event no notice need be given);

                  (c) the Executive's inability to perform the Services (whether
            as a result of his death, Disability (as defined below) or any other
            reason, other than a Material Breach (as defined below)) or the
            Executive's incompetence in adequately performing the Services,
            within reason, unless such failure to perform is not fully cured by
            the Executive within thirty (30) days of written notice thereof and
            is not thereafter repeated (in which event no notice need be given);

                  (d) a single act of omission or commission by the Executive so
            grievous as to constitute theft, conviction or the plea of nolo
            contendere of a felony, or commission of an act of fraud,
            embezzlement or sexual harassment (in which event no notice need be
            given); or
(e) a material breach of any material covenant, condition or
            agreement on the part of the Executive to be performed under this
            Agreement; unless such breach or non-performance is fully cured (if
            curable) by the Executive within thirty (30) days of written notice
            thereof and is not thereafter repeated (in which event no notice
            need be given).

            4.1.2. Effect of Termination for Good Cause. Should this Agreement
be terminated by the Company for Good Cause except as a result of his death or
disability as defined below, the Executive shall have no right to any further
Base Salary, shall forfeit all non-vested Options, and shall not receive any
severance or other benefits or compensation from and after termination other
than those which would normally survive, such as Executive's entitlement to
accrued, but unused, vacation pay or continuation of health care benefits under
COBRA or other applicable law.

4.1.3 Effect of Termination by Company. Except for a termination of the
Executive's employment under this Agreement by the Company during the first
ninety (90) days of the Initial Term, Executive shall be entitled to a severance
payment equal to one (1) month's salary during year one, two (2) months' salary
during year two, and 3 months' salary during year three.

4.1.4 Effect of Termination by Company during the initial ninety (90) days.
Notwithstanding anything in this Agreement to the contrary, should the
Executive's employment under this Agreement be terminated by the Company for any
reason during the first ninety (90) days of the Initial Term, the Company and
Executive have agreed to the following severance terms in lieu of all other
severance provisions: one (1) week's salary during initial 30-days, two (2)
weeks' salary during initial 60-days, and three (3) weeks' salary during initial
90-days.

      4.2.  Termination by Executive.

            4.2.1. SearchHelp's Material Breach. Executive shall have the right,
at his election to terminate this Agreement in the event of a "Material Breach"
by the Company. A "Material Breach" shall consist of

                  (b) SearchHelp's failure or refusal to comply with a material
            term of this Agreement,

                  (c) SearchHelp's failure or inability to timely pay the
            compensation and other benefits required to be paid to Executive
            hereunder (within 30 days of their due date),

                  (d) an inappropriate change in the nature of Executive's
            Services; or

                  (e) the termination of Executive's employment hereunder for
            reasons other than "Good Cause."

            4.2.2. Effect of Termination by Executive. In the event that the
Executive terminate this Agreement due to a Material Breach, the provisions of
Section 4.1.3 shall apply mutatis mutandi.
4.3   Change in Control.

            4.3.1 Unless the Company has in effect a Change of Control Severance
Plan or similar arrangement applicable to Executive (and in which Executive has
consented to participate) at the time a Change of Control (as defined below)
shall have occurred, the following provisions of this Section 4.3 shall apply.

            4.3.2 For purposes of this Agreement, a "Change of Control" is
defined as the occurrence of any of the following:

                  4.3.2.1 Any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company's then outstanding voting securities;

                  4.3.2.2 Any merger or consolidation of the Company with any
other entity that has been approved by the stockholders of the Company, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than fifty percent (50%)of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve a plan of complete liquidation of the Company;

                  4.3.2.3 Any sale or disposition by the Company, in one
transaction or a series of related transactions, of all or substantially all the
Company's assets; or

                  4.3.2.4 A change in the composition of the Board occurring
within a two-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. An "Incumbent Director" is defined as a
director who either (A) is a director of the Company as of the Effective Date,
or (B) is elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such
election or nomination.

            4.3.3 Effect of Change of Control Termination. If Executive (i)is
terminated by the Company other than for Good Cause within ninety (90)days prior
to a Change of Control or as a result of or in connection with a Change of
Control or (ii) is terminated by the Company (or its successor entity) other
than for Good Cause within twelve (12) months following a Change of Control or
(iii) resigns upon a material breach within twelve (12) months following a
Change of Control, the Company (or its successor) shall, for twelve (12) months
following the date of such termination, pay to Executive or provide Executive
with Executive's Base Salary, existing health and disability insurance, and all
other compensation and benefits specified in this Agreement, and all unvested
Options shall vest immediately and be exercisable as though such termination had
not occurred.

5     Death and Disability.

      5.1. Death. The Term shall immediately terminate upon Executive's death as
certified in accordance with the provisions of New York law ("Death").
5.2. Disability. As used herein, the term "Disability" shall mean
Executive becoming unable to perform the Services as a result of his/her
permanent or temporary, total or partial, physical or mental disability. In such
event, the Company shall not have the right (absent of Good Cause) to terminate
this Agreement due to Disability prior to the expiration of the Disability
Period. As used herein, the term "Disability Period" shall mean the period
commencing on the first day upon which such Disability occurs and ending on the
first to occur of the following: (i) the expiration of the Term; (ii) if the
Disability is continuous through the sixty (60) consecutive days following the
day on which the Disability occurs, then the last day of such sixty (60)
consecutive days; and (iii) if the Disability is intermittent and shall exist
throughout the Term following the day on which the Disability occurs, then the
cumulative sixtieth (60th) day of such Disability Period.

      5.3. Effect of Death or Disability. Should the Term be terminated in
accordance with the provisions of Sections 5.1 or 5.2 by reason of Executive's
Death or Disability, Executive or his estate (as the case may be) shall have no
right to any further Base Salary (other than Options vested at the time of such
Death or Disability); provided, however, that the Base Salary otherwise payable
during the Disability Period shall nevertheless be payable on the terms set
forth herein to Executive as a disability benefit ("Disability Benefit"). Any
disability insurance proceeds actually received by Executive from SearchHelp's
disability insurance carrier during the Disability Period with respect to such
Disability shall reduce on a dollar-for-dollar basis the Disability Benefit
otherwise payable by SearchHelp during the Disability Period pursuant to this
Section 5.3). Executive or his estate (as the case may be) shall be entitled to
severance payments in accordance to Sections 4.1.3 and 4.1.4 as applicable.

6.    General.

      6.1. Applicable Law Controls. Nothing contained in this Agreement shall be
construed to require the commission of any act contrary to law and wherever
there is any conflict between any provisions of this Agreement and any material
statute, law, ordinance or regulation contrary to which the parties have no
legal right to contract, then the latter shall prevail; provided, however, that
in any such event the provisions of the Agreement so affected shall be curtailed
and limited only to the extent necessary to bring them within applicable legal
requirements, and provided further that if any obligation to pay the Base Salary
or any other amount due Executive hereunder is so curtailed, then such
compensation or amount shall be paid as soon thereafter, either during or
subsequent to the Term, as permissible.

      6.2. Waiver/Estoppel. Any party hereto may waive the benefit of any term,
condition or covenant in this Agreement or any right or remedy at law or in
equity to which any party may be entitled but only by an instrument in writing
signed by the parties to be charged. No estoppel may be raised against any party
except to the extent the other parties rely on an instrument in writing, signed
by the party to be charged, specifically reciting that the other parties may
rely thereon. The parties' rights and remedies under and pursuant to this
Agreement or at law or in equity shall be cumulative and the exercise of any
rights or remedies under one provision hereof or rights or remedies at law or in
equity shall not be deemed an election of remedies; and any waiver or
forbearance of any breach of this Agreement or remedy granted hereunder or at
law or in equity shall not be deemed a waiver or any other provision hereof or
of the opportunity to exercise such right or remedy or any other right or
remedy, whether or not similar, at any preceding or subsequent time.
6.3. Notices. Any notice which SearchHelp is required or may desire to
give to Executive hereunder shall be in writing and may be served by delivering
it to Executive, or by sending it to Executive by mail, telex or telegraph, at
Executive's address first written above or such substitute address as Executive
may from time to time designate to SearchHelp. Any notice which Executive is
required or may desire to serve upon SearchHelp hereunder shall be in writing
and may be served by delivering it personally or sending it by mail, email or
facsimile transmission to the address set forth on Page 1 hereof, Attn:
President, or such other substitute addresses as SearchHelp may from time to
time designate by notice to Executive.

      6.4. Governing Law. This Agreement shall be governed by, construed and
enforced and the legality and validity of each term and condition shall be
determined in accordance with the internal, substantive laws of the State of New
York (without regard to its choice of law principles and without regard to any
requirement that any provisions of this Agreement be interpreted against the
party who drafted it) applicable to agreements fully executed and performed
entirely in New York.

      6.5 Dispute Resolution and Arbitration. In the event that any dispute
arises between Company and Executive regarding or relating to this Agreement
and/or any aspect of the Executive's employment relationship with the Employer,
AND IN LIEU OF LITIGATION AND A TRIAL BY JURY, the parties consent to resolve
such dispute through mandatory arbitration administered by the American
Arbitration Association ("AAA") in accordance with its Commercial Arbitration
Rules then in effect, and judgment on the award rendered by the arbitrator may
be entered in any court having jurisdiction thereof. Any arbitration shall be
held in New York, New York before a single arbitrator who shall be selected by
the mutual agreement of Company and Executive, unless the parties are unable to
agree to an arbitrator, in which case, the arbitrator will be selected under the
procedures of the AAA. The arbitrator shall have the authority to award any
remedy or relief that a court of competent jurisdiction could order or grant,
including, without limitation, the issuance of an injunction. However, either
party may, without inconsistency with this arbitration provision, apply to any
court having jurisdiction over such dispute or controversy and seek interim
provisional, injunctive or other equitable relief until the arbitration award is
rendered or the controversy is otherwise resolved. Except as necessary in court
proceedings to enforce this arbitration provision or an award rendered
hereunder, or to obtain interim relief, neither a party nor an arbitrator may
disclose the existence, content or results of any arbitration hereunder without
the prior written consent of Company and Executive. The parties hereby consent
to the exclusive jurisdiction in the state and Federal courts located in the
City of New York, County of New York and State of New York for purposes of
seeking such injunctive or equitable relief as set forth above. Notwithstanding
any choice of law provision included in this Agreement, the United States
Federal Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision. Company shall pay the costs of any arbitrator appointed
hereunder and the costs of such arbitration.

      6.6 No Joint Venture. Nothing herein contained shall constitute a
partnership between or joint venture by the parties hereto or appoint any party
the agent of the other party. No party shall hold itself out contrary to the
terms of this Paragraph and, except as otherwise specifically provided herein,
no party shall become liable for the representation, act of omission of any
third party who is not referred to herein and shall not be deemed to give any
right or remedy to any such third party.
6.7. Modification/Entire Agreement. This Agreement may not be altered,
modified or amended except by an instrument in writing signed by all of the
parties hereto. No person, whether or not an officer, agent, employee or
representative of any party, has made or has any authority to make for or on
behalf of that party any agreement, representation, warranty, statement.
promise, arrangement or understanding not expressly set forth in any other
document executed by the parties concurrently herewith ("Parol Agreements").
This Agreement, together with SearchHelp's Employee Handbook, and all other
documents executed by the parties concurrently herewith constitute the entire
agreement between the parties and supersede all express or implied, prior or
concurrent, Parol Agreements and prior written agreements with respect to the
subject matter hereof. The parties acknowledge that in entering into this
Agreement, they have not relied and will not in any way rely upon any Parol
Agreements.

      6.8. Headings; Language. The headings in this Agreement have been inserted
for convenience only and shall have no substantive effect. The language of all
parts of this Agreement shall in all cases be considered as a whole, according
to its fair meaning, and not strictly for or against any of the parties. The
parties hereby acknowledge and agree that the language of this Agreement shall
be considered jointly drafted.

      6.9. Counterparts. This Agreement may be executed in two or more
counterparts, by original signature or via facsimile signature, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

      6.10. Separate and Severable. Each term, clause and provision of this
Agreement is separate and independent, arid should any term, cause or provision
of this Agreement be found to be invalid or unenforceable, the validity of-the
remaining terms, clauses, and provisions shall not be affected. As to those
terms, clauses or provisions found to be invalid or unenforceable, they shall be
replaced with valid and enforceable provisions that achieve, to the extent
possible, the economic, business and other purposes of the invalid or,
unenforceable provisions.

      6.11. Survival. To the extent required to give them effect, any provisions
of this Agreement that would reasonably be expected to survive the termination
of this Agreement shall survive such termination for any reason.

If the foregoing accurately reflects the substance of our mutual agreement and
understanding, please confirm your agreement to the foregoing by signing below
where indicated.

Very truly yours,

SEARCHHELP, INC.

By:  ____________________
By:  Joseph Carrizzo
Its:   President

ACCEPTED AND AGREED TO:

-------------------------
       John Caruso
Exhibit II

              SEARCHHELP NAMES JOHN CARUSO CHIEF FINANCIAL OFFICER

BETHPAGE, NY--(BUSINESS WIRE)--May 8, 2006--SearchHelp, Inc., (OTC: SHLP) , the
provider of state of the art software solutions that ensure the safety of all
family members on the Internet, is pleased to announce that it has named John
Caruso its Chief Financial Officer. Mr. Caruso comes to SearchHelp with over 25
years of accounting and management level experience.

"We are very pleased that John has decided to join the SearchHelp team," said
Joseph Carrizzo, President of SearchHelp. "He brings a combination of financial
and operational experience with fast growth, technology-focused enterprises,
including software development and Internet-based services that will prove
invaluable as we move the Company forward into the next phase of growth."

"As the father of two pre-teenagers, I worry about the very real dangers that
the Internet can pose to everyone, particularly children" Caruso said. "I am
proud to be associated with a company and a line of products that can make a
real difference in protecting families and their personal information from
Internet predators, whether at home, in school, in libraries or at the office."

Mr. Caruso has held diverse leadership positions with companies ranging from
entrepreneurial ventures to multi-national corporations. From 1980 to 1991, Mr.
Caruso worked as a CPA with national and regional public accounting firms. Since
1991, he has served in a series of senior-level financial and operational
positions in the U.S. and Europe.

ABOUT SEARCHHELP

SearchHelp, Inc. markets and develops software services committed to real-time
online protection and family safety. The company sells software products that
offer parental controls that enable parents to monitor and regulate, both in
home, and remotely, their child's computer activity through timely reports via
email and cell phone. Additionally, SearchHelp markets commercial imaging
products utilizing new and emerging technology through its wholly owned
subsidiary E-Top-Pics.

Statements in this press release or in other SearchHelp communications may
relate to future events or SearchHelp's future performance. Such statements are
forward-looking statements and are based on present information SearchHelp has
related to its existing business circumstances. Investors are cautioned that
such forward-looking statements are subject to inherent risks and that actual
results may differ materially from such forward- looking statements. Further,
investors are cautioned that SearchHelp does not assume any obligation to update
forward-looking statements based on unanticipated events or changed
expectations. SearchHelp makes such forward-looking statements under the
provisions of the "safe harbor" section of the Private Securities Litigation
Reform Act of 1995.