EXECUTIVE EMPLOYMENT AGREEMENT

POSITION AND DUTIES

During the Term (as defined in Section 3), Executive will be employed by the Company as a Senior Vice-President of Sales and Marketing European Union/Middle East/Asia and shall be responsible for sales and marketing relating to the European Union, the Middle East and Asia, shall report to the President and Chief Operating Officer, and shall perform such other duties as from time to time determined by the Company.

Executive shall serve the Company faithfully, loyally, honestly, and to the best of Executive’s ability. Executive will devote substantially all of Executive’s business time to the performance of Executive’s duties for, and in the business and affairs of, the Company.

BASE SALARY/SALES COMMISSION PLAN

TERMINATION OF EMPLOYMENT

Termination Without Good Reason or Termination for Cause.

If, prior to the expiration of the Term, Executive’s employment is terminated by the Company for “Cause” (as defined below), or if Executive resigns from his employment hereunder without “Good Reason” (as defined below), Executive shall be entitled to payment of (A) his Base Salary accrued up to and including the date of termination or resignation, and (B) any unreimbursed expenses. Except to the extent required by the terms of the benefits provided in Section 5 or applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation or thereafter.

Termination for “Good Reason” shall mean a termination by Executive of his employment if, without Executive’s consent, any of the following events occur: (a) a decision by the Company to terminate its business and liquidate its assets; (b) the Company makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, there shall have been filed any petition or application for the involuntary bankruptcy of the Company, or other similar proceeding, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more, or the Company seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Company or any material party of its assets; without Executive’s consent, the Company: (c) the Company diminishes Executive’s title, (d) the Company materially diminishes Executive’s duties, (e) the Company assigns duties and responsibilities to Executive that are materially inconsistent with those assigned as of the Effective Date, (f) the Company reduces Executive’s Base Salary (not including bonus or incentive compensation) other than any such reduction which is part of, and generally consistent with, a general reduction of officers’ salaries, (g) the Company materially reduces the kind or level of employee benefits (other than salary and incentive compensation bonus) to which the Executive is entitled immediately prior to such reduction with the result that the Executive’s overall benefits package (other than salary and incentive compensation/bonus) is substantially reduced (other than any such reduction applicable to officers of the Company generally);or (h) the Company materially breaches this Agreeme nt.

Termination for “Cause” shall mean a termination of Executive’s employment with the Company because of (A) a plea of guilty or nolo contendere, or conviction for, the commission of a felony offense by Executive, (B) the involvement by Executive as a party to any litigation or regulatory proceeding or in any other circumstance known to the general public that, in the good faith determination of the Board of Directors of the Company, is reasonably certain to subject Executive, the Company or its affiliates to disrepute, ridicule, contempt or scandal or that is reasonably certain to reflect unfavorably upon the reputation of Executive, the Company or its affiliates or the Company’s products or technologies, except that this subsection (iii)(B) does not apply to claims that Executive may brin g against the Company that are protected by law; (C) the willful failure to perform in any material respect Executive’s duties; (D) an intentional act of fraud, embezzlement, theft or a dishonest act against the Company or its affiliates; (E) a material breach by Executive of the terms and provisions of the Agreement; or (F) a violation by Executive of a fiduciary duty or duty of loyalty to the Company.

Termination by Executive of his employment for Good Reason shall be communicated by delivery to the Company of a written notice from the Executive stating that Executive is terminating the employment for Good Reason, specifying the particulars thereof and the effective date of such termination. In the event of a termination for Good Reason under Section 4(a)(ii)(c),(d),(e),(f),(g) or (h), the Company shall have thirty (30) days from the date of receipt of such notice to effect a cure of the actions constituting Good Reason. Upon a cure or correction thereof within such thirty (30) day cure period by the Company to the reasonable satisfaction of Executive, the action shall no longer constitute Good Reason for purposes of this Agreement.

Termination of Executive’s employment for Cause shall be communicated by delivery to Executive of a written notice from the Company stating that Executive will be terminated for Cause, specifying the particulars thereof and the effective date of such termination. In the event of a termination for Cause under Section 4(a)(iii)(E) or (F), Executive shall have thirty (30) days from the date of receipt of such notice to effect a cure of the actions constituting Cause. Upon a cure or correction thereof within such thirty (30) day cure period by Executive to the reasonable satisfaction of the Company, the action shall no longer constitute Cause for purposes of this Agreement. Executive shall not be entitled to a cure period for a repeated breach of the same Section of this Agreement.

The date of a resignation by Executive without Good Reason shall be the date specified in a written notice of resignation from Executive to the Company, provided that, Executive shall provide at least ninety (90) days’ advance written notice of his resignation.

Payments Upon a Termination Without Cause, Termination with Good Reason or Non-Renewal of Agreement. If the Company terminates Executive’s employment for any reason other than Disability, Death or Cause (such termination hereinafter referred to as “Termination Without Cause”) or the Company fails to renew this Agreement after the expiration of the Initial Term or any Renewal Term thereafter, or Executive terminates his employment for “Good Reason”, Executive shall be entitled to (A) continuation of benefits for the remainder of the Initial Term or the then current Renewal Term, if any, (B) payment of any unreimbursed expenses, and (C) subject to Executive’s execution and delivery of a release in the form then deemed appropriate by the Company, severance consisting of continuation of his Base Salary, at the rate in effect on the date of such termination or date of non-renewal, for nine (9) months following the date of such termination or non-renewal. The date of termination of employment for Termination Without Cause shall be the date specified in the written notice of termination provided by the Company to Executive. The date of termination for Good Reason shall be the date of expiration of the cure period set forth in Section 4(a)(iv) hereof. Except as specifically set forth above, Executive covenants and agrees that he shall not be entitled to any other form of severance benefits from the Company, including, without limitation, benefits otherwise payable under the Company’s regular severance policies, if any, in the event his employment ends for any reason and, except with respect to obligations of the Company expressly provided for herein, Executive unconditionally releases the Company and its subsidiaries and affiliates, and their respective directors, officers, employees and stockholders, or any of them, fr om any and all claims, liabilities, or obligations under any severance arrangements of the Company or any of its subsidiaries or affiliates.

Termination due to Disability. In the event of Executive’s Disability, the Company shall be entitled to terminate his employment. In the case that the Company terminates Executive’s employment due to Disability, Executive shall be entitled to his Base Salary up to and including the date of termination as well as any unpaid expense reimbursements. As used in this Section 4(c), the term “Disability” shall mean the Company’s determination that due to physical or mental illness or incapacity, whether total or partial, Executive is substantially unable to perform his duties hereunder for a period of thirty (30) consecutive days or shorter periods aggregating sixty (60) days during any period of one hundred eighty (180) consecutive days.

Death. This Agreement shall terminate automatically on Executive’s death. Any Base Salary earned by Executive for services rendered prior to Executive’s death and any unpaid expense reimbursements shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. No other benefits shall be payable to Executive’s estate or heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained in whole or in part by the Company for the benefit of Executive, his estate or heirs.

Timing of Payments. Notwithstanding any other provision with respect to the timing of payments under this Section 4, if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code (the “Code”), and any successor statute, regulation and guidance thereto) of the Company, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which Executive may become entitled under this Section 4 which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first (1^st ) business day of the seventh (7^th ) month following the termination of Executive’s employment with the Company, at which time Executive shall be paid an aggregate amount equal to six (6) months of payments otherwise due to Executive under the terms of this Section 4. After the first business day of the seventh (7^th ) month following the termination of Executive’s employment and continuing each month thereafter, Executive shall be paid the regular payments otherwise due to Executive in accordance with the terms of the applicable provision of Section 4.

BENEFITS

Executive will be entitled to participate in all employee benefit plans which may be instituted by the Company in its sole discretion, subject to restrictions. The foregoing shall not be construed to limit the ability of the Company to amend, modify or terminate any such benefit plans, policies or programs at any time and from time to time.

Executive’s vacation is to accrue on a pro-rata basis and to be taken in accordance with Company’s standard vacation policies. Unused vacation shall accrue in accordance with then-current Company policies. The Company’s paid holidays are in addition to the above-referenced vacation time.

In addition to the compensation and benefits provided above, the Company shall, upon receipt of appropriate documentation, reimburse Executive for his reasonable and pre-approved travel, lodging, entertainment, promotion, and other ordinary and necessary business expenses consistent with the Company’s policies. No expense or reimbursement under this Section 5 shall be “grossed up” or increased to take into account any tax liability incurred by Executive as a result of such payment or reimbursement.

CONFIDENTIALITY AND NON-DISCLOSURE

Inventions. The Company shall own all right, title and interest (including patient rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all proprietary software and inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Company or Executive prior to and during the Term of this Agreement in connection with or relating to the Company’s business (collectively, “Inventions”) and Executive will promptly disclose and provide all Inventions to the Company. All Inventions are work made for hire to the extent allowed by law and, in addition, Executive hereby makes all assignments necessary to accomplish the foregoing ownership. Executive shall further assist the Company, and execute any documents requested by the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

Proprietary Information. Executive agrees that all Inventions, and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees), the Company or Executive develops, learns or obtains prior to and during the term hereof that relate to the Company or the business or anticipated business of Company or that are received by or for the Company in confidence, which is not information in the public domain, constitute “Proprietary Information.” Executive will hold in confidence and not disclose or, except in performing hereunder, use any Proprietary Information. Upon termination and as otherwise requested by the Company, Executive will promptly return to the Company all items and copies containing or embodying Proprietary Information, including, but not limited to, any copies of documents, computer print-outs, computer tapes, floppy disks, CD ROMS, etc., in any form, format or manner whatsoever. Executive also recognizes and agrees that Executive has no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that Executive’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

COVENANT-NOT-TO-COMPETE

Interests to be Protected.

The parties acknowledge that during the Term, Executive will perform essential services for the Company, its employees and shareholders, and for customers of the Company. Therefore, Executive will be given an opportunity to meet, work with and develop close working relationships with the Company’s clients and customers on a first-hand basis and will gain valuable insight as to the clients’ operations, personnel and need for services. In addition, Executive will have access to, and be required to work with, a considerable amount of the Company’s Proprietary Information. All business practices, techniques or processes that (i) derive independent economic value, actual or potential from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, are con fidential (the “Confidential Information”) and/or Proprietary. This includes, but is not limited to information concerning the Company’s intellectual property (including proprietary software), methods of operation, financial information, strategic planning, operational budgets and strategies, payroll data, management systems programs, computer systems, marketing plans and strategies, merger and acquisition strategies customer lists, customer contracts, files, letters, memoranda, reports, records, data, employee lists, salary information, training manuals, and other materials and business information of a similar nature, including information about the Company itself, which Executive acknowledges and agrees has been compiled by the Company’s expenditure of a great amount of time, money and effort, and that contains detailed information that could not be created independently from public sources. Further, all data, spreadsheets, reports, records, know-how, verbal communication, proprietary and technical information and/or other confidential materials of a similar kind transmitted by the Company to Executive are also Confidential and/or Proprietary Information.

All Confidential and Proprietary Information is considered highly sensitive and strictly confidential. Executive agrees that at all times during the Term and after the termination of employment with the Company for as long as such information remains non-public information, Executive shall (i) hold in confidence and refrain from disclosing to any other party all Confidential and Proprietary Information, whether written or oral, tangible or intangible, concerning the Company and its business and operations unless such disclosure is accompanied by a non- disclosure agreement executed by the Company with the party to whom such Confidential Information is provided, (ii) use the Confidential Information solely in connection with his employment with the Company and for no other purpose, (iii) take all precautions necessary to ensure that the Confidential and Proprietary Information shall not be, or be permitted to be, shown, copied or disclosed to third parties, withou t the prior written consent of the Company, (iv) observe all security policies implemented by the Company from time to time with respect to the Confidential and Proprietary Information, and (v) not use or disclose, directly or indirectly, as an individual or as a partner, joint venturer, employee, agent, salesman, contractor, officer, director or otherwise, for the benefit of himself or herself or any other person, partnership, firm, corporation, association or other legal entity, any Confidential or Proprietary Information, unless expressly permitted by this Agreement. Executive agrees that protection of the Company’s Confidential and Proprietary Information constitutes a legitimate business interest justifying the restrictive covenants contained herein. Executive further agrees that the restrictive covenants contained herein are reasonably necessary to protect the Company’s legitimate business interest in preserving its Confidential and Proprietary Information.

In the event that Executive is ordered to disclose any Confidential or Proprietary Information, whether in a legal or regulatory proceeding or otherwise, Executive shall provide the Company with prompt notice of such request or order so that the Company may seek to prevent disclosure.

Executive acknowledges that the Confidential and Proprietary Information is of value to the Company by providing it with a competitive advantage over its competitors, is not generally known to competitors of the Company, and is not intended by the Company for general dissemination. Executive acknowledges that the Confidential and Proprietary Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and is the subject of reasonable efforts to maintain its secrecy. Therefore, the Parties agree that all confidential and Proprietary Information under this Agreement constitutes trade secrets of the Company.

The parties also expressly recognize and acknowledge that the personnel of the Company have been trained by, and are valuable to the Company, and that if the Company must hire new personnel or retrain existing personnel to fill vacancies, the Company will incur substantial expense in recruiting and training such personnel. The parties expressly recognize that should Executive compete with the Company in any manner whatsoever, it would seriously impair the goodwill and diminish the value of the Company’s business.

The parties acknowledge that this covenant has an extended duration; however, they agree that this covenant is reasonable and that it is necessary for the protection of the Company, its shareholders and employees.

For these and other reasons, the parties are in full and complete agreement that the following restrictive covenants (which together are referred to as the “Covenant-Not-To-Compete”) are fair and reasonable and are freely, voluntarily and knowingly entered into. Further, each party has been given the opportunity to consult with independent legal counsel before entering into this Agreement.

Devotion to Employment. Executive shall devote substantially all of Executive’s business time and best efforts to the performance of Executive’s duties on behalf of the Company. During the Term, Executive shall not at any time or place or to any extent whatsoever, either directly or indirectly, without the express written consent of the Company (which consent can be withheld in the sole and absolute discretion of the Company), engage in any outside employment, or in any activity competitive with or adverse to Company’s business, practice or affairs, whether alone or as partner, member, officer, director, employee, shareholder of any corporation or as a trustee, fiduciary, consultant or other representative. This is not intended to prohibit Executive from engaging in nonprofessional activities such as personal investments or conducting to a reasonable extent private business affairs, as long as they do not conflict with the Company as determined by the Company. Participation to a reasonable extent in civic, social or community activities is encouraged.

Non-Solicitation Of Customers, Suppliers And Employees. During the Term and for a period of two (2) years after the expiration or termination of the Term, Executive shall not, directly or indirectly, for Executive, or on behalf of, or in conjunction with, any other person(s), company, partnership, corporation, or governmental entity, in any manner whatsoever, call upon, contact, encourage, handle or solicit, or cause others to solicit, any person or other entity that is, or was within the one (1) year period immediately prior to the date of Executive’s employment termination, a customer or supplier of the Company or any of its subsidiaries or affiliates, for the purpose of soliciting, selling or purchasing from such customer or supplier the same, similar, or related services or products that are provided by, or purchased by the Company or any of its subsidiaries or affiliates. Further, during the Term and for a peri od of two (2) years after the expiration or termination of the Term, Executive shall not, directly or indirectly, for Executive, or on behalf of, or in conjunction with, any other person(s), company, partnership, corporation, or governmental entity, in any manner whatsoever, solicit for hire any person who is, or within the one (1) year period preceding the date of such activity was, an employee of or consultant to the Company. If Executive violates Executive’s obligations under this Section 7, then the time periods hereunder shall be extended by the period of time equal to that period beginning when the activities constituting such violation commenced and ending when the activities constituting such violation terminated.

Competing Business. During the Term and for a period of two (2) years after the expiration or termination of the Term, Executive shall not, directly or indirectly, (including, without limitation, as a partner, member, director, officer or employee of, or lender or consultant to, any other personal entity, or shareholder (other than as the holder of less than five percent (5%) of the stock of a corporation the securities of which are traded on a national securities exchange or in the over-the- counter market)), for Executive, or on behalf of, or in conjunction with, any other person(s), company, partnership, corporation, or governmental entity, in any manner whatsoever, or in any other capacity, within, into or from the Restricted Territory (as defined below) engage or cause others to engage in the same or similar business as the Company and its subsidiaries affiliates or parent corporation or any aspect thereof, unless f irst authorized in writing by the Company, which authorization may be withheld in the sole and absolute discretion of Company. For purposes of this Section 7, the term “Restricted Territory” shall mean any geographical service area where the Company or any of its subsidiaries, affiliates or parent corporation is engaged in business sells products or performs services or has devoted resources to attempt to engage in business at any time, prior to the termination or at the time of termination or expiration. If Executive violates Executive’s obligations under this Section 7, then the time periods hereunder shall be extended by the period of time equal to that period beginning when the activities constituting such violation commenced and ending when the activities constituting such violation terminated.

Judicial Amendment. If the scope of any provision of this Section 7 is found by a court of competent jurisdiction to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable for any reason, it shall not affect the validity of the remaining provisions of this Agreement.

INJUNCTIVE RELIEF AND DAMAGES

Injunction. Executive acknowledges and agrees that a breach of Section 6 or 7 will cause immediate and irreparable injury and damage to the Company and that, upon a breach of Section 6 or 7, the Company cannot be made whole or have its interests completely protected solely by a monetary award of damages. Accordingly, Executive agrees that, if he breaches or threatens to breach any of the terms of Section 6 or 7, the Company shall be entitled to the issuance of a temporary and/or permanent injunction by any court of competent jurisdiction without the posting of any bond enjoining him from such unauthorized disclosure. The terms of Section 6 and 7 will survive the termination or expiration of this Agreement.

Right of Set-Off. In addition to the foregoing and any other remedies that the Company may have, Executive agrees that, if Executive breaches Section 6 or 7 of this Agreement, the Company shall have a right of set-off against any amounts payable or owed to Executive pursuant to this Agreement, excluding any earned but unpaid salary and vacation time.

Termination of Options. In addition to the foregoing and any other remedies that the Company may have, Executive acknowledges and agrees that, if Executive breaches Section 6 or 7 of this Agreement, the Company shall have the right in its sole discretion to terminate any and all of Executive’s granted, non- granted, vested and unvested Company stock options.

Additional Remedies. The foregoing remedies are in addition to any other rights or remedies available to the Company.

Attorney’s Fees. In the event Executive breaches or threatens to breach any of the terms of Section 6 or 7 of this Agreement, the Company shall be entitled to recover the actual attorneys' fees, costs and expenses incurred by the Company in connection therewith.

TAX WITHHOLDING