Employment Agreement between NISCO Systems, Inc. and Anthony J. DeBella dated December 8, 2000

 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, made as of this 8th day of December, 2000, by and between: NISCO SYSTEMS, INC., a Delaware corporation having its executive office at 1665 Lakes Parkway, Suite 110, Lawrenceville, Georgia 30043 (hereinafter referred to as "NISCO") AND ANTHONY J. DEBELLA, an adult individual residing at 2645 The Terrace Way, Dacula, Georgia 30019 (hereinafter "DEBELLA") WITNESSETH THAT: WHEREAS, DEBELLA is a founder of NISCO and has been employed by NISCO since its organization pursuant to various oral agreements, and in anticipation of becoming a publicly-traded company which desires to protect the interests of the shareholders by providing for executive continuity, the parties desire to replace those oral employment agreements with a written employment agreement so as to assure potential investors of the continuity of his employment and NISCO's continuing access to his experience, background, know-how and contacts which will continue to be useful and helpful to NISCO in its business; WHEREAS, the parties have agreed upon the terms of such employment, based upon the preceding oral agreements, and desire a written, formal contract to evidence their agreements; NOW, THEREFORE, in consideration of the mutual promises, covenants and forbearances contained herein, and intending to be legally bound, the parties have agreed as follows: 1. EMPLOYMENT. For the term provided in Paragraph 2, NISCO hereby employs DEBELLA, and DEBELLA hereby accepts that employment, upon the terms and conditions hereinafter set forth. 2. TERM. (a) This Agreement shall become effective as of January 1, 2001. (b) This Agreement, subject to the provisions of Paragraphs 16 and 17 below, shall continue and exist for an initial period from such effective date for a period of thirty-six months, i.e., until December 31, 2003 (initial term). (c) If, at September 30, 2003, neither party is then in default under this Agreement, NISCO may request that EMPLOYEE agree to extend the term of this Agreement for an additional one (1) year period. Such request shall be transmitted by NISCO to DEBELLA, in writing, on or before three (3) months prior to the expiration date of the initial term, of its intention to so extend the Agreement. DEBELLA shall accept or reject such requested extension within thirty (30) days after receipt of NISCO's request; if DEBELLA shall not respond within such thirty days, the request shall be deemed denied. If NISCO shall not give notice of its desire to renew this Agreement on or before the three months prior to the expiration date of the initial term, this Agreement shall terminate as provided. (d) This Agreement shall be subject to a further one (1) year extension under the procedure provided in subparagraph (c), provided that at September 30 of the then existing extension year neither party is then in default under this Agreement. (e) Notwithstanding the foregoing, the term of this Agreement is otherwise subject to the various termination provisions contained hereafter. 3. COMPENSATION-BASE. (a) For all services rendered under this Agreement, DEBELLA shall be paid, as base compensation, such annual salary as shall be determined by NISCO's Board of Directors from time to time, but in no event shall such compensation be at a rate of less than One Hundred Fifty Thousand Dollars ($150,000) per year. Such base compensation shall be subject to a Cost-of-Living Adjustment (COLA) annually based upon the percentage increase in the Cost-of-Living Index, All Commodities, for the Atlanta, Georgia area (if available, otherwise the New York City area). The COLA determination shall be made by comparing the Index at the last day of each year of this Agreement to the Index on the effective date of this Agreement (January 1, 2001), and any increase shall be effective as of the first day of the succeeding year. Such base compensation is to be payable in equal installments at intervals no longer than semi-monthly. Such base compensation shall be in addition to such incentive compensation, fringe benefits and bonuses as provided elsewhere herein. (b) At the end of each calendar year, NISCO's Board of Directors shall review the performance of DEBELLA for such year and, based upon such evaluation, establish any increase in the base compensation payable to DEBELLA for the succeeding calendar year, as adjusted by subparagraph (a) above. NISCO shall not be obligated to provide any increase, in excess of the increase in the Cost-of-Living Index, All Commodities, for the Atlanta, Georgia area (if available, otherwise the New York City area) during the prior calendar year. 4. COMPENSATION-INCENTIVE. (a) The base compensation for each year of this Agreement, including any extensions to this Agreement, shall be subject to a retroactive increase, based upon an earnings per share formula (earnings of NISCO divided by actual common shares of NISCO issued and outstanding at December 31 of each year, and not fully diluted) as follows: Profits Per Increase as a Common Share Percent of Base Compensation $.00 - $.10 5% $.11 - $.20 10% $.21 - $.30 20% $.31 - $.40 30% $.41 - $.50 40% $.51 - $.60 50% $.61 - $.70 70% $.71 - $.80 90% $.81 - $.90 110% $.91 - $1.00 130% over $1.00 150% This retroactive increase, if any should occur, is not a bonus but a merit adjustment to the base compensation. The calculation shall be made based upon the annual audit of NISCO's financial statements and shall be paid in equal amounts for the balance of the then current year on the regular paydays, commencing with the first payday following release of the audit. Any retroactive increase shall not affect the base compensation for subsequent calculations. It is a separate adjustment from any other adjustment under any other plan. (b) The increase in compensation shall be payable in the year following the year for which the calculation is made, but shall be deemed earned by DEBELLA'ss efforts during the prior year. Such increase shall be vested as of December 31 of the year for which the calculation is being made, regardless of the completion of this Agreement. Accordingly, for example, payment thereof shall be made following the termination of this Agreement whether or not NISCO extends DEBELLA'ss employment for that succeeding year during which the payments are made. Payment shall be made over the balance of the payroll dates of such payment year. 5. COMPENSATION-FRINGE BENEFITS. DEBELLA shall receive at least the following additional benefits, which may be extended or increased, but not reduced, by NISCO: (a) Vacation - DEBELLA shall be entitled to paid vacation of three (3) weeks during the first three years of the initial term and of four (4) weeks during the last two years of the initial term and any extension year of this Agreement. Unused vacation time may be accumulated from year to year if unused, and used in a subsequent year in addition to the vacation time provided in such year; however, DEBELLA shall not be compensated for any unused vacation time at the end of the term of this Agreement. (b) Medical Insurance - DEBELLA shall receive such medical, surgical, dental and/or hospitalization insurance as NISCO shall provide to other officers/employees, it being understood that NISCO expects to periodically review its personnel policies, including the medical, surgical, dental and/or hospitalization insurance which it will provide, and the terms and conditions of providing such insurance. DEBELLA shall receive, from time to time, the most favorable medical, surgical, dental and/or hospitalization insurance offered to any of NISCO's officers/employees. (c) Other - DEBELLA shall receive such other fringe benefits as are available to any other officers/employees/consultants. Nothing contained in this Agreement shall be in lieu of any rights, benefits and privileges to which DEBELLA may be entitled under any 401(k), retirement, pension, profit-sharing, insurance, ESOT/ESOP, hospitalization, medical, surgical, dental, legal or other plans which may now be in effect or which may hereafter be adopted, either by NISCO or any subsidiary or affiliate of NISCO. DEBELLA shall have the same rights and privileges to participate in such plans and benefits as any other employee during his period of employment and DEBELLA shall be entitled to participate on a at least parity with executives of equal rank. 6. COMPENSATION-BONUS. After the end of each calendar year, NISCO's Board of Directors shall determine the net profits before taxes of NISCO for such prior year and shall determine any bonus for such year payable to DEBELLA. NISCO shall not be obligated to provide any bonus. Any bonus awarded shall be paid at such time or times, in such amounts or installments, as NISCO's Board of Directors may determine. 7. COMPENSATION-DEFERRED. (a) NISCO desires to recognize the contributions of DEBELLA from the date of incorporation to the date of this Agreement, particularly the performance of services at little or no compensation during the formative years. Accordingly, the following deferred benefits have been granted in consideration of such prior services and are not dependent upon completion of the terms of this Agreement. (b) Following termination of DEBELLA's employment hereunder, whether early or upon completion of the term hereof, and whether early termination is for cause, without cause, or for reasons of disability, NISCO shall provide DEBELLA with the following benefits: (i) NISCO, at NISCO's cost and expense, shall continue DEBELLA's medical, surgical, dental and hospitalization insurance coverage, as in effect on the date of termination, for a period of two (2) years following the date of termination. Thereafter, DEBELLA shall have the option to continue such insurance coverage at his expense. and (ii) if, during the term of DEBELLA's employment NISCO shall have obtained insurance on DEBELLA's life for a specific business purpose (e.g., collateralization of institutional financing or key man replacement insurance) and such insurance shall no longer be needed for that purpose (e.g., upon repayment of the loan collateralized or upon termination of DEBELLA's position as a key employee), then NISCO, at its cost and expense, shall continue such insurance in force for the benefit of one or more beneficiaries designated from time to time by DEBELLA, for a period of up to two (2) years following the date of termination. It is the intent of the parties that this provision shall apply to any insurance obtained during DEBELLA's employment, even where the need for such insurance shall be obviated because of or following termination of DEBELLA's employment. In such event the period of continued coverage would be from the date the insurance need is obviated to a date two (2) years from the date of termination of DEBELLA's employment. Thereafter, DEBELLA shall have the option to continue such insurance coverage at his expense. 8. DUTIES. (a) DEBELLA is engaged as the Chief Executive Officer of NISCO. DEBELLA shall perform all usual and customary services as such an executive, including but not limited to those set forth on Exhibit A, attached hereto and made a part hereof. DEBELLA's performance shall be subject to the supervision of NISCO'S Board of Directors. The precise job description and the specific services to be rendered by DEBELLA may be defined, interpreted, curtailed, or extended, from time to time, by determination of NISCO' Board of Directors, provided, however, that any definition, interpretation, curtailment, or extension is consistent with the status of, and/or educational experience required for, the responsibilities for which DEBELLA has been initially engaged hereunder. It is the intent of this provision to provide NISCO with flexibility in assigning responsibilities to DEBELLA and/or promoting DEBELLA, and this provision shall not be used to discipline, embarrass, humiliate or harass DEBELLA. (b) In addition, DEBELLA agrees to serve as a director of NISCO so long as so elected by NISCO's shareholders. 9. EXTENT AND PLACE OF SERVICES. DEBELLA agrees that this employment constitutes his primary employment and understands that his primary loyalty and responsibility is to NISCO. Accordingly, DEBELLA shall devote such adequate, reasonable, and proper time, attention, and energies to the business of NISCO as shall be necessary or consistent with such understanding and DEBELLA shall not, during the term of this Agreement be engaged in any other business activity (whether or not such business activity is pursued for gain, profit, or other pecuniary advantage), which conflicts with DEBELLA's employment responsibilities hereunder, without prior, written authorization of NISCO's Board of Directors. (It is expressly agreed that DEBELLA's participation in the management of the European/African/Asian operations, and his direct compensation from such entities for such services is an approved and authorized activity.) However, nothing contained herein shall be construed as preventing DEBELLA from investing his assets in such form or manner as DEBELLA may select, whether or not such investment will require any services on DEBELLA's part in the operation of the affairs of the companies in which such investments are made. 10. WORKING FACILITIES. DEBELLA shall be furnished, at NISCO's expense, with all necessary working facilities, including but not limited to an equipped office, executive assistant, clerical help, and telephone/facsimile/copying services, suitable to his position and adequate for the performance of his duties. 11. EXPENSES. DEBELLA is not authorized to incur expenses on behalf of, or chargeable to, NISCO, with respect to his business travel, including transportation, lodging, food, entertainment, etc. except within such guidelines as may be established from time to time by NISCO's Management. NISCO shall reimburse DEBELLA for authorized expenses within such guidelines upon presentation by DEBELLA, from time to time, of an itemized account of such expenditures in such form as NISCO may require, together with receipts or other proofs of the expenditures as may be required. 12. NON-DISCLOSURE OF INFORMATION. (a) DEBELLA recognizes and acknowledges that, during the course of his employment, she will have access to valuable "Proprietary Information" as defined in subparagraph (b) below, including, but not limited to Inventions, Work Product and/or Trade Secrets, contractual arrangements and compensation arrangements with suppliers, manufacturers, sub-contractors and customers of NISCO; compensation arrangements with sub-contractors, vendors, and outside personnel; costing, pricing and bidding methods, procedures, and amounts; management and operating procedures and software; management information systems, etc.; marketing plans and strategy; personnel policies and contractual arrangements, including job assignments and compensation; and that such information constitutes unique assets of the business of NISCO and of which NISCO is the sole and exclusive owner. DEBELLA will treat such Proprietary Information on a confidential basis and will not, during or after his employment, personally use or disclose all, or any part of, such Proprietary Information to any person, firm, corporation, association, agency, or other entity except as properly required in the conduct of the business of NISCO, or except as authorized in writing by NISCO, publish, disclose or authorize anyone else to publish or disclose, any Proprietary Information of NISCO with which DEBELLA's service may in any way acquaint DEBELLA. DEBELLA shall surrender possession of all Proprietary Information, including especially all Trade Secrets, to NISCO upon any suspension or termination of DEBELLA's employment with NISCO. In the event of a breach, or threatened breach, by DEBELLA, of the provisions of this Paragraph, NISCO shall be entitled to a preliminary, temporary and permanent injunction restraining DEBELLA from disclosing in whole or in part, any such Proprietary Information and/or from rendering any services to any person, firm, corporation, association, agency, or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed. Furthermore, nothing herein shall be construed as prohibiting NISCO from pursuing any other equitable or legal remedies available to it for such breach or threatened breach, including the recovery of damages from DEBELLA. (b) For purposes hereof, "Proprietary Information" shall not include information which (i) is publicly available from a source other than DEBELLA or can be lawfully obtained from a third party or parties in lawful possession thereof, or (ii) is publicly release in writing by NISCO, or (iii) is required to be disclosed pursuant to the authority of any court or public agency. (c) Nothing contained herein shall prohibit DEBELLA from continuing to use information known to DEBELLA prior to the execution of this Agreement; however, DEBELLA shall not publish or disclose any such information which as a result of DEBELLA's services hereunder shall have become Proprietary Information of NISCO. (d) The parties recognize that the Proprietary Information of NISCO most probably derives from the services of DEBELLA. Nothing contained herein shall prohibit DEBELLA from continuing to use information developed by DEBELLA during the term of this Agreement, provided that such information is not used by DEBELLA for competitive purposes; however, DEBELLA shall not publish or disclose any such information which as a result of DEBELLA's services hereunder shall have become Proprietary Information of NISCO. 13. RESTRICTIVE COVENANT. (a) During the term of this Agreement and for a period of twelve (12) months after the termination/of this Agreement and any extension thereof, DEBELLA will not, within the United States or any other area of the world in which NISCO is then operating (including the European/African/Asian operations entities), directly or indirectly, compete with, own, manage, operate, control, be employed by, consult for, participate in, perform services for, or be connected in any manner with the ownership, management, operation or control of any business engaged in (i) the design, specification, integration and installation of high speed voice and data communications infrastructure and/or (ii) the sale of private labeled communications infrastructure products. Nothing contained herein shall prohibit DEBELLA, following termination of this Agreement, from engaging in the management, operation, control, employment by, consultation for, participation in, performance of services for, or connection with a voice and data communications business which is not in competition with the specific services and products of NISCO. (b) DEBELLA agrees that the "time", "geographic area", and "Scope of Business" provisions of this restrictive covenant are reasonable and proper and have been negotiated in connection with his employment hereunder. (c) NISCO and DEBELLA agree, that if any court of competent jurisdiction shall, for any reason, conclude that any portion of this covenant shall be too restrictive, the court shall determine and apply lesser restrictions, it being the intent of the parties that some such restrictions shall be applicable for the protection of NISCO and its shareholders. 14. OWNERSHIP OF WORK PERFORMED. DEBELLA hereby grants, bargains, sells, conveys, transfers and delivers and agrees to grant, bargain, sell, convey, transfer and deliver, without further consideration other than the base compensation provided above, to NISCO, all right, title and interest in and to all work performed, all work product, all work in process, all programs and all underlying programs (including but not limited to Basic, Fortran, HTML, C++, Visual Basic, and any and all other codes and source codes) and documentation for same which shall be and/or have been performed by him. DEBELLA hereby acknowledges that NISCO is and shall be entitled to secure any and all patents, copyrights, and trademarks with respect to all of such work, work product, programs, etc. and DEBELLA covenants, warrants and represents that she shall execute all assignments, documents, filings, acknowledgments and other papers which may be required to assure, establish, confirm, and document NISCO's sole and exclusive ownership to all of such (including Basic, Fortran, HTML, C++, Visual Basic, and any and all other codes and source codes) and documentation for same and the Work Product. "Work Product" shall mean all documentation, software, programs, systems, source codes, Hardware Signatures, know-how and information created, in whole or in part, by DEBELLA during the performance of his services hereunder whether or not copyrightable or otherwise protectable. DEBELLA, for himself, his successors and assigns, covenants and agrees with NISCO to warrant and defend title to the property hereby sold to NISCO, its successors and assigns against all and every person and persons whomsoever. 15. NONSOLICITATION COVENANT. (a) For a period of twelve (12) months after the termination of this Agreement (including any extension thereof) DEBELLA shall not, solicit, directly or indirectly, by any means, any of the clients, customers, accounts, employees or "leads" of NISCO, determined as of the date of the termination of this Agreement. (b) NISCO and DEBELLA agree, that if any court of competent jurisdiction shall, for any reason conclude that any portion of this covenant shall be too restrictive, the court shall determine and apply lesser restrictions, it being the intent of the parties that some such restrictions shall be applicable for the protection of NISCO and its shareholders. 16. OWNERSHIP OF INVENTIONS AND DEVELOPMENTS. (a) For purposes of this Agreement, the following definitions shall apply: (i) "Inventions" shall mean: (A) All inventions, improvements, modifications, and enhancements, whether or not patentable, made by DEBELLA during DEBELLA's employment by NISCO; and (B) All inventions, improvements, modifications and enhancements made by DEBELLA, during a period of six (6) months after any suspension or termination of DEBELLA's employment by NISCO, which relate, directly or indirectly, to the products and/or services of NISCO. (ii) "Work Product" shall mean all documentation, software, programs, systems, source codes, Hardware Signatures, know-how and information created, in whole or in part, by DEBELLA during DEBELLA's employment by NISCO, whether or not copyrightable or otherwise protectable, excluding Inventions. (iii) "Trade Secrets" shall mean all documentation, software, and information relating to the functionality of the products of NISCO or any plans therefor, or relating to the business of a third party or plans therefor that are disclosed to NISCO, which NISCO does not disclose to third parties without restrictions on use or further disclosure. (b) DEBELLA shall promptly disclose to NISCO all Inventions and keep accurate records relating to the conception and reduction to practice of all Inventions. Such records shall be the sole and exclusive property of NISCO, and DEBELLA shall surrender possession of such records to NISCO upon any suspension or termination of DEBELLA's employment with NISCO. (c) DEBELLA hereby assigns to NISCO, without further consideration to DEBELLA, the entire right title and interest in and to the Inventions and Work Product and in and to all proprietary rights therein or based thereon. DEBELLA agrees that the Work Product shall be deemed to be a "work made for hire". DEBELLA shall execute all such assignments, oaths, declarations and other documents as may be prepared by NISCO to effect the foregoing. (d) DEBELLA shall provide NISCO with all information, documentation, and assistance NISCO may request to perfect, enforce, or defend the proprietary rights in or based on the Inventions, Work Product or Trade Secrets. NISCO, in its sole discretion, shall determine the exact extent of the proprietary rights, if any, to be protected in or based on the Inventions and Work Product. All such information, documentation and assistance shall be provided at no additional expense or cost to NISCO, except for out-of-pocket expenses which DEBELLA incurs at NISCO's request. 17. DISABILITY. (a) NISCO desires to recognize the contributions of DEBELLA during the period from incorporation to the date of this Agreement. Accordingly, if DEBELLA is unable to perform his services by reason of illness or incapacity for a period of up to three (3) months, NISCO shall continue DEBELLA full compensation. If DEBELLA is unable to perform his services after such three (3) months, NISCO shall continue to compensate DEBELLA for an additional period of three (3) months but such compensation may, at the option of NISCO, be reduced by fifty percent (50%). If such illness or incapacity shall continue for a period of six (6) months, payment of compensation thereafter may, at the option of NISCO, be stopped altogether. The full compensation shall be reinstated upon DEBELLA's return to service and the discharge of his full duties hereunder, provided that such return to service is within nine (9) months of the commencement of the illness or disability. Notwithstanding anything herein to the contrary, NISCO may, at its option, terminate this Agreement at any time after DEBELLA shall be absent from his employment, for whatever cause, for a continuous period of more than nine (9) months, and all obligations of NISCO hereunder, other than Paragraph 7, shall cease upon any such termination; Paragraph 7 shall remain in full force and effect. (b) NISCO may elect to continue the payment of full compensation notwithstanding the foregoing. Such payments shall be in the sole discretion of NISCO, may be discontinued at any time, and if initiated shall not thereby become a duty or requirement. 18. TERMINATION OF EMPLOYMENT. (a) NISCO can terminate DEBELLA's employment at any time for good cause. Without intending to limit the definition of good cause hereby, good cause will include: (1) DEBELLA's death; (2) the occurrence of one of the following events: (i) DEBELLA is convicted of a felony or any crime involving moral turpitude or unethical conduct which in the good faith opinion of NISCO could impair his ability to perform his duties, including the representation of NISCO to the public market; or (ii) DEBELLA commits an act, or fails to take action, in bad faith and to the detriment of NISCO, or (iii) The good faith decision of the Board of Directors that DEBELLA is not managing NISCO and directing its affairs in a manner consistent with its then current business, revenues, and competitive conditions to the extent that DeBella's actions constitute gross negligence. (b) The termination of DEBELLA's services shall not constitute a termination of the restrictive obligations and duties under Paragraphs 12, 13, 14, 15 and 16. (c) In the event of the bankruptcy (Chapter 7), reorganization (Chapter 11) or other termination of the business of NISCO, or the termination of this Agreement under sub-paragraph (a)(2)(iii) above, the provisions of Paragraph 13 shall continue in full force and effect only so long as full base compensation by NISCO shall continue. 19. ARBITRATION. Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Atlanta, Georgia in accordance with the rules then pertaining of the American Arbitration Association, but with all rights of discovery provided by the Georgia Rules of Civil Procedure, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Cost of the arbitration shall be borne by NISCO, regardless of who initiates the proceeding. The losing party shall reimburse the reasonable attorney's fees of the prevailing party. 20. WAIVER OF BREACH. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party. The failure of a party to exercise any rights or privileges under this Agreement shall not be deemed to be a waiver or extinguishment of such rights or privileges, all of which shall continue to be exercisable. 21. BENEFIT. The rights and obligations of NISCO under this Agreement shall inure to the benefit of, and shall be binding upon, its successors and assigns. The protection of Paragraphs 12, 13, 14, 15 and 16 shall inure to the benefit of NISCO and any successors and assigns. The rights and obligations of DEBELLA under this Agreement shall inure to the benefit of, and shall be binding upon, his heirs, administrators, executors, successors and assigns. 22. NOTICES. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, and if either personally delivered or sent by certified mail, to his residence in the case of DEBELLA, or to its principal office in the case of NISCO. 23. LIFE INSURANCE. NISCO and/or one or more of its subsidiaries may, in its discretion at any time after the execution of this Agreement, apply for and procure, as owner and for its own benefit, insurance on the life of DEBELLA, in such amounts and in such forms as NISCO may choose. NISCO shall not be required to give DEBELLA any interest whatsoever in any such policy or policies, (although nothing contained herein shall be deemed to prohibit any such arrangement) but DEBELLA shall, at the request of NISCO, subject himself to such medical examination, supply such information, and execute such information releases and documents as may be required by the insurance company or companies to whom NISCO has applied for such insurance. 24. ENTIRE AGREEMENT. This instrument contains the entire agreement of the parties and may be modified only by agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. 25. APPLICABLE LAW. This Agreement shall be governed for all purposes by the laws of the State of Georgia. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect. 26. COUNTERPARTS. This Agreement may be executed in two or more counterparts, including facsimile counterparts, any one of which shall be deemed to be an original. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto set their hands and seals as of the day and year herein above written. NISCO SYSTEMS, INC. ATTEST: By: President Secretary WITNESS: DEBELLA: ANTHONY J. DEBELLA