EMPLOYMENT AGREEMENT

    a.   employee agrees to devote a substantial part of the forty hours work week or such further time as is required and his best efforts to the performance of his duties for Employer and agrees to perform such other duties as are assigned to Employee from time to time by the Board of Directors of Employer ("Board of Directors").  Employee agrees to observe and comply with the rules and regulations of Employer as adopted from time to time by the Board of Directors.

7.   Vacation and Holidays.  Employee shall be entitled to vacation with pay of up to six weeks during each year during the term of this Agreement.  Vacations shall be taken by Employee at such time or times as shall be approved by Employer which approval shall not be unreasonably withheld.  In addition, Employee shall be entitled to such holidays as Employer may approve in advance.  Unused days of vacation and holidays may not be carried over from one year to another and additional compensation will not be paid for vacation time or holidays not taken during any year.

    a.  Employee shall be entitled to such number of days sick leave in each year during the term of this Agreement because of sickness or accident (not resulting in Employee becoming "disabled," as that term is hereinafter defined) as may be approved by the Board of Directors] without any adjustment in his salary.  Sick leave may be used by Employee only for a bona fide illness, disease, or other medical impairment.  Unused sick leave may be carried over from one year to another.  In the event that Employee takes sick leave in excess of the number of days all owed, then Employee shall not be paid his salary attributable to such excess days.

    c.   Should such disability continue for a period of twelve (12) months, this Agreement shall, at the end of such twelve (12) months, be automatically terminated.  If, however, prior to the end of such twelve (12) month period, Employee's disability shall have ceased and Employee shall have commenced to perform his duties hereunder, this Agreement shall continue in full force and effect and Employee shall be entitled to resume his employment hereunder and to thereafter receive his full compensation as though Employee had not been disabled; provided, however, that unless Employee shall perform his duties hereunder for a continuo us period of at least sixty (60) consecutive business days following a period of disability, Employee shall not be entitled to start a new twelve (12) month period of disability.  In such event, the running of the original twelve (12) month period of disability shall be suspended during the time of Employee's performance of his duties for less than sixty (60) consecutive business days and shall continue upon Employee becoming disabled again.

    e. For purposes of this Agreement, Employee shall be deemed disabled if Employee (1) has been declared legally incompetent by a final court decree (the date of such decree being deemed to be the date on which the disability occurred), (2) receives disability insurance benefits for total disability from any disability income insurance policy maintained by Employer or Employee for a period of twelve (12) consecutive months (which period shall be deemed to include the waiting period), or (3) has been found to be disabled pursuant to a Disability Determination.  A "Disability Determinat ion" means that Employee, because of a medically determinable disease, injury or other mental or physical disability, is unable to perform substantially all of his regular duties to Employer on a substantially full-time basis and that such disability has lasted or reasonably is expected to last at least twelve (12) months.  In determining whether Employee has been disabled for twelve (12) months, the twelve (12) month period shall not be deemed interrupted by a return to work for less than five consecutive business days.  A disability determination prior to the expiration of such twelve (12) month period may be made only based upon and in accordance with the written opinion of a physician appointed by the Board of Directors.  If Employee disagrees with the opinion of this physician (the "first physician"), Employee may engage at his own expense another physician (the "second physician") to examine Employee.  If the first and second physicians agree in writing that Empl oyee is or is not disabled within the meaning of this paragraph, such written opinion shall be conclusive on the issue of disability.  If the first and second physicians disagree on the disability of Employee, they shall choose a third consulting physician (whose expense shall be borne by the Employer), and the written opinion of a majority of these three physicians shall be conclusive as to Employee's disability.  The date on which disability shall be deemed to have occurred shall be upon the expiration of the twelve (12) month period of disability or, if earlier, on the date of any written opinion conclusively finding Employee to be disabled in compliance with the provisions of this paragraph.

    a. Employer may terminate this Agreement without cause and at any time (except during a period when Employee is disabled) which termination shall be effective on the 60th day following the provision of notice of termination by Employer to Employee.  Employee may terminate this Agreement without cause only upon at least 30 days written notice.

    b. This Agreement shall also terminate (i) upon Employee's death,(ii) upon Employee being disabled for a period of 12 months, (iii) for cause, pursuant to paragraph c hereof, or (iv) upon Employer's cessation of business activity.  On or after the giving of any notice of termination hereunder Employer shall have the right to terminate the active services of Employee at any time after such notice is given and to pay Employee the compensation due to Employee for the duration of the notice period, if any.

    c. Notwithstanding any other provision of this Agreement, if Employee (i) fails or refuses to faithfully and diligently perform the duties of his employment and the provisions of this Agreement, (ii) breaches his fiduciary duty of loyalty to Employer, or (iii) otherwise materially breaches this Agreement, then Employee's employment shall be terminated for cause immediately.

    d.                Upon termination of Employee’s employment for any reason, Employer shall pay to Employee severance compensation equal to three years of the compensation due to Employee under Paragraph 4 above, the figure to be determined by the amount paid to Employee over the preceding twelve month period prior to termination, payable in thirty six consecutive monthly payments, commencing on the first day of the first month following Employee’s termination of employment hereunder.

    a. The Employee acknowledges that in and as a result of his employment by Employer, Employee will be making use of, acquiring, and/or adding to confidential and proprietary information of Employer, including, but not limited to, trade secrets.  Such trade secrets and other confidential and proprietary information shall be deemed to include, but not be limited to, the business methods, ideas, disclosures and improvements, whether patented or unpatented, copyrightable material, copyrights, trademarks, tradenames, service marks, patents, all applications and registrations pertaining to the foregoing, processes, systems , procedures, policies, manuals, confidential reports, plans, data and data bases, lists of customers and potential customers, the nature and type of services rendered by Employer and the fees paid for them, and all proceeds, products, variations, additions, improvements, enhancements, modifications and derivations thereof.  As a material inducement to Employer to enter into this Agreement and to pay to Employee the compensation stated in paragraph 4, Employee covenants and agrees that Employee shall hold in strict confidence all of such trade secrets and other confidential and proprietary information and shall not, at any time during or following the term of his employment (except in connection with his duties hereunder), directly or indirectly divulge, disclose or make use of for any purpose whatsoever any of such trade secrets or other confidential or proprietary information of Employer.

    b. Employee agrees and understands that any of the trade secrets and other confidential and proprietary information of any of the types described in this paragraph which are made or conceived by Employee during the term of his employment with Employer shall be and become the property of Employer.  During the term of this Agreement, Employee shall promptly disclose to Employer in writing or otherwise in tangible form all information, details and data pertaining to any of the foregoing trade secrets and other confidential or proprietary information.  If requested by Employer during the term of this Agreement or thereafter, Employee shall execute and deliver such formal transfers and assignments as are required to vest all right, title and interest in and to any of the foregoing trade secrets and confidential and proprietary information in Employer.

    c. Upon termination of Employee's employment Employee shall immediately return to Employer all copies of Employer's trade secrets and other proprietary and confidential information including, but not limited to, all sample equipment, price lists, sales leads, quotation guides, outstanding quotations, books, manuals and sales literature and paraphernalia, customer records, business cards, correspondence, contacts, orders and other papers and documents in Employee's possession which pertain or relate to any of Employer's trade secrets or other proprietary and confidential information or otherwise with respect to Employer's busi ness whether furnished to Employee by Employer or compiled or obtained by Employee in the course of Employee's employment.  All of such property, books, records and other documents are and shall remain at all times the property of Employer and Employee agrees that Employer may withhold any compensation otherwise due to Employee until such time as the provisions of this paragraph are complied with.

    d. In the event of a breach or threatened breach by Employee of any of the provisions of this paragraph, Employer, in addition to, and not in limitation of, any other rights, remedies, or damages available to Employer at law or in equity, shall be entitled to preliminary, temporary and permanent injunctions, orders or decrees in order to enjoin, prevent and/or restrain any such breach by Employee or by Employee's partners, agents, representatives, servants, employers, employees, family members, and/or any and all persons directly or indirectly acting for or with Employee.

    In the event of a breach or threatened breach of any of the covenants in paragraph 11, Employer shall have the right to obtain monetary damages for any such breach and equitable relief, including, but not limited to, a preliminary, temporary and permanent restraining order and injunction against Employee or against Employee's partners, agents, representatives, servants, employers, employees, family members, and/or any and all persons acting directly or indirectly by or with Employee, to enjoin, prevent and/or restrain any further breach.  The rights and remedies set forth in this paragraph 12 shall be independent of each other, shall be severally enfor ceable, and shall be in addition to any other rights or remedies available to Employer under law or in equity.

13.   Arbitration.  Except as herein otherwise provided, any claim or controversy arising out of or relating to this Agreement or any breach hereof shall, upon the request of either Employer or Employee, be submitted to and settled by arbitration in accordance with the rules of the American Arbitration Association then in effect.  Any decision made pursuant to such arbitration shall be binding and conclusive upon Employer and Employee and judgment upon such decision may be entered in any court having jurisdiction thereof.