Sample Business Contracts

Employment Agreement - Markland Technology Inc. and Ken Ducey Jr.

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as of January 1, 2003,
between Markland Technology, Inc. (including, as the context may require, its
subsidiaries, the "COMPANY"), a Florida corporation, and Ken Ducey, Jr., (the
"EMPLOYEE"), located in Ridgefield, Connecticut, 06877.

         WHEREAS, the Company wishes to employ the EMPLOYEE to render services
for the Company on the terms and conditions set forth in this Agreement, and the
Employee wishes to be retained and employed by the Company on such terms and

         NOW, THEREFORE, in consideration of the premises, the mutual agreements
set forth below and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:

1.   ENGAGEMENT - The Company hereby employs the Employee, and the Employee
     accepts such engagement and agrees to perform services for the Company, for
     the period and upon the other terms and conditions set forth in this

2.   TERM - Unless terminated at an earlier date in accordance with Section 8 of
     this Agreement or otherwise extended by agreement of the parties, the term
     of the Employee's engagement hereunder shall be for a period of three
     years, commencing on January 1, 2003. The period of engagement may be
     extended by written agreement or e-mail between the parties, provided that
     certain provisions relating to compensation may change upon commencement of
     any extension hereto.


     (a)  SERVICE WITH COMPANY - During the term of the Employee's engagement,
          the Employee agrees to perform such reasonable services as the Board
          of Directors of the Company shall assign to Employee from time to
          time. The Employee shall commence as a Director and an officer of the
          Company with the title of President/Chief Financial Officer.

     (b)  PERFORMANCE OF DUTIES - The Employee agrees to serve the Company
          faithfully and to the best of Employee's ability and to devote a
          reasonable amount of time, attention and efforts to the business and
          affairs of the Company during Employee's engagement by the Company.
          The Employee hereby confirms that Employee is under no contractual
          commitments inconsistent with Employee's obligations set forth in this
          Agreement and that during the term of this Agreement, Employee will
          not render or perform services for any other corporation, firm, entity
          or person, which are inconsistent with the provisions of this
          Agreement. While Employee remains employed by the Company, the
          Employee may participate in reasonable professional, charitable,
          and/or personal investment activities so long as such activities do
          not interfere with the performance of Employee's obligations under
          this Agreement.



     (a)  BASE CONSIDERATION - As compensation for services to be rendered by
          the Employee under this Agreement, the Company shall pay to the
          Employee during the initial ninety (90) day term a base payment of
          $185,000 gross per year, and, unless modified, (ii) during any
          extensions of the initial term a base payment of $185,000 gross per
          year, minus deductions and withholdings, which payment shall be paid
          on a semi-monthly basis in arrears in accordance with the Company's
          normal procedures and policies.

     (b)  INCENTIVE COMPENSATION - In addition to the base payment, the Employee
          shall be eligible to participate in any bonus or incentive
          compensation plans that may be established by the Board of Directors
          of the Company from time to time applicable to the Employee's

     (c)  EXPENSES- The Company will pay or reimburse the Employee for all
          reasonable and necessary out-of-pocket expenses incurred by Employee
          in the performance of Employee's duties under this Agreement, subject
          to the Company's normal policies for expense verification. In
          addition, Company agrees to compensate Employee up to $1,200 monthly
          for auto expense, health insurance and other benefits comparable with
          employee's previous employer, and reasonable expenses associated to
          set up and maintain a home office.

     (d)  INITIAL GRANT OF STOCK - The company agrees to CONDITIONALLY grant to
          Employee shares of common stock in the Company (the "Common Stock")
          equivalent to an accumulated total of 1.67% ("Stock Percentage") of
          the Common Stock Equity of the Company (defined below) calculated as
          of December 31, 2003 ("Final Date"). A portion of the stock grant is
          earned upon contract signing and the remaining portion of the stock
          will be granted after the performance periods defined below, based on
          PERFORMANCE CRITERIA achieved by the Company as defined below. The
          number of shares of Common Stock reflected by the Stock Percentage
          ("Employee's Shares") shall be calculated against all issued and
          outstanding capital stock or other equity or conversion right in the
          Company. With respect to any convertible stock of the Company,
          including without limitation preferred stock classes C and D, and any
          other conversion right, the calculation determining the number of
          Employee's Shares shall be made as if each such conversion had taken
          place in accordance with the conversion rights associated with such
          security, (without regard to limitations on the number of shares that
          may be converted in a single instance or in a defined period), on the
          Final Date ("Imputed Conversion"). The price of the Common Stock to be
          used for calculating the Imputed Conversion shall be the average price
          of the Common Stock for the 10 business days prior to the Final Date
          reflected on the NASD/OTCBB Market or if the Common Stock is no longer
          listed on that market, the principal securities exchange or trading
          market on which the Common Stock is listed or traded, including the
          pink sheets. The final calculation of the total number of Employee's
          Shares shall be made within fifteen days of the Final Date, in
          accordance with the following formula ("Formula"):


         Total # Employee's Shares = .0167 x the Equity

         The Equity = total Common Shares outstanding as of the Final Date +
         number of Common Shares resulting from Imputed Conversion

     The CONDITIONAL grant of shares is dependant on PERFORMANCE CRITERIA based
     on the following minimum gross revenue figures being achieved for the
     following quarters as listed below:

         Second and Third quarters-$150,000 ; Fourth Quarter- $500,000.

     Employee's Shares shall be issued in four installments; the first
     installment is earned at contract signing, each additional installment is
     granted after each quarter, contingent on the achievement of the gross
     revenue targets listed above for each quarter:

     (i) upon contract signing, the Company will issue to Employee a number of
     shares of Common Stock then equivalent to .5% of the total number of shares
     of Common Stock then outstanding;

     (ii) on or about July 1, 2003, Company will issue to Employee a number of
     shares of Common Stock then equivalent to .5% of the total number of shares
     of Common Stock then outstanding, inclusive of such Employee's Shares, if
     the Second Quarter gross revenue target has been met;

     (iii) on or about October 1, 2003 Company will issue to Employee a number
     of shares of Common Stock then equivalent to 1.67% of the total number of
     shares of Common Stock then outstanding, inclusive of such Employee's
     Shares, minus the aggregate number of Employee Shares issued to Employee in
     the first two installments if the Third Quarter gross revenue target has
     been met;


     (iv) within fifteen days of the Final Date Company shall issue to Employee
     a number of shares of Common Stock equal to the difference between the
     Total # Employee's Shares calculated in accordance with the Formula minus
     the aggregate number of Employee Shares issued to Employee in the first
     three installments if the Fourth Quarter gross revenue target has been

     (e)  ACCRUED STOCK AWARD - In addition the company shall accrue an
          additional stock award ("Accrued Shares") for the Employee which will
          be vested and issued after the first year anniversary of engagement
          (such anniversary being January 1, 2004) equal to 0.6% of the Equity.

     (f)  Registration - All Employee's Shares and Accrued Shares (collectively
          hereafter referred to as "Employee's Shares") may be unregistered,
          unless registered prior to issuance.

         Such unregistered shares shall bear the following legend.



     Employee's Shares shall not contain the legend set forth above or any other
     restrictive legend if all of the following conditions are satisfied: (i)
     there is an effective Registration Statement under the Securities Act at
     such time, (ii) the Employee has delivered a certificate to the Company to
     the effect that the Employee will comply with all applicable prospectus
     delivery requirements under the Securities Act in any sale or transfer of
     the Employee's Shares by the Employee, and (iii) the Employee has delivered
     to the Company an opinion of counsel (acceptable to the Company) that such
     legend is not required under applicable requirements of the Securities Act
     (including judicial interpretations and pronouncements issued by the staff
     of the Commission). The Company agrees that it will provide the Employee,
     upon request, with a certificate or certificates representing Employee's
     Shares, free from such legend at such time as such legend is no longer
     required hereunder. The Company may not make any notation on its records or
     give instructions to any transfer agent of the Company which enlarge the
     restrictions of transfer set forth in this Section.

     The Company covenants that it will take such further action as any holder
     of Employee Shares may reasonably request, all to the extent required from
     time to time to enable such holder to sell the Shares without registration
     under the Securities Act within the limitation of the exemptions provided
     by Rule 144 promulgated under the Securities Act, including the legal
     opinion of counsel to the Company pursuant in a written letter to such
     effect, addressed and acceptable to the Company's transfer agent for the
     benefit of and enforceable by the Employee or successor in interest
     thereto. Upon the request of any such holder, the Company shall deliver to
     such holder a written certification of a duly authorized officer as to
     whether it has complied with such requirements.

     (g)  REGISTRATION RIGHTS - In the event of a registration of Company common
          stock following the Final Date, Employee shall have the right to
          participate in such registration at Company's expense up to an amount
          not to exceed five percent (5%) of the total amount of common stock to
          be registered at such time. Additionally, for a period of five years
          from the date of this Agreement, Employee shall have preemptive rights
          in the event of any potentially dilutive event (excluding exercise of
          any conversion rights accounted for in the Imputed Conversion in
          Paragraph 4 (d) above), such that Employee may, within a reasonable
          time, elect to participate in such dilutive event under the terms
          thereof to maintain Employee's then current percentage interest in the

     (h)  BONUS: Employee shall be eligible to receive a bonus, as may be
          payable pursuant to the performance criteria described below. The
          Bonus shall be based on 200% of Employee's annual base salary as of
          the last day of the term of this agreement, and the maximum amount of
          a target bonus that may be awarded to employee for a term shall be
          400% thereof:


          Performance Criteria will be based on the award of contracts with a
          total value in excess of $1 million through the life of the contract.

     (i)  CHANGE OF CONTROL - In the event of a change of control of the Company
          during the period covered by this Agreement, all stock grants listed
          above shall be granted immediately. A change of control will be
          defined as a change in the majority ownership of the Equity of the
          Company, or the resignation or termination of the majority of the
          directors on the Board of Directors of the Company within a 2 month

5.   CONFIDENTIAL INFORMATION - Except as permitted or directed by the Company's
     Board of Directors, during the term of Employee's engagement or at any time
     thereafter, the Employee shall not divulge, furnish or make accessible to
     anyone or use in any way (other than in the ordinary course of the business
     of the Company) any confidential or secret knowledge or information of the
     Company that the Employee has acquired or become acquainted with or will
     acquire or become acquainted with prior to the termination of the period of
     Employee's engagement by the Company (including engagement by the Company
     or any affiliated companies prior to the date of this Agreement) whether
     developed by Employee self/herself or by others, concerning any trade
     secrets, confidential or secret designs, processes, formulae, plans,
     devices or material (whether or not patented or patentable) directly or
     indirectly useful in any aspect of the business of the Company, any
     customer or supplier lists of the Company, any confidential or secret
     development or research work of the Company, or any other confidential
     information or secret aspects of the business of the Company. The Employee
     acknowledges that the above-described knowledge or information constitutes
     a unique and valuable asset of the Company and represents a substantial
     investment of time and expense by the Company, and that any disclosure or
     other use of such knowledge or information other than for the sole benefit
     of the Company would be wrongful and would cause irreparable harm to the
     Company. Both during and after the term of Employee's engagement, the
     Employee will refrain from any acts or omissions that would reduce the
     value of such knowledge or information to the Company. The foregoing
     obligations of confidentiality shall not apply to any knowledge or
     information that is now published and publicly available or which
     subsequently becomes generally publicly known in the form in which it was
     obtained from the Company, other than as a direct or indirect result of the
     breach of this Agreement by the Employee.

6.   VENTURES - If, during the term of Employee's engagement the Employee is
     engaged in or associated with the planning or implementing of any project,
     program or venture involving the Company and a third party or parties, all
     rights in such project, program or venture shall belong to the Company,
     unless prior written consent from the Company is obtained. Except as
     approved by the Company's Board of Directors, the Employee shall not be
     entitled to any interest in such project, program or venture or to any
     commission, finder's fee or other compensation in connection therewith
     other than the compensation to be paid to the Employee as provided in this
     Agreement. The Employee shall not enter into any arrangement through which
     Employee acquires or may acquire any interest, direct or indirect, in any
     vendor or customer of the Company other than Employee.

     promptly disclose in writing to the Company complete information concerning
     each and every invention, discovery, improvement, device, design,
     apparatus, practice, process, method or product, whether patentable or not,
     made, developed, perfected, devised, conceived or first reduced to practice
     by the Employee, either solely or in collaboration with others, during the


     term of this Agreement, whether or not during regular working hours,
     relating either directly or significantly and indirectly to the business,
     products, practices or techniques of the Company ("Developments"). The
     Employee, to the extent that Employee has the legal right to do so, hereby
     acknowledges that any and all of the Developments are the property of the
     Company and agrees to assign and hereby assigns to the Company any and all
     of the Employee's right, title and interest in and to any and all of the
     Developments ("Assignment"). During the period commencing upon the day
     after the Employee's last day performing services for the Company and
     ending one year after termination of the Employee's engagement with the
     Company, at the reasonable request of the Company, the Employee will confer
     with the Company and its representatives for the purpose of disclosing all
     Developments to the Company, provided that such conference is at the
     Company's expense and Employee is compensated at no less that a rate of
     $250 per hour for Employee's time.

     (a)  LIMITATION ON SECTION 7(a) - The provisions of Section 7 shall not
          apply to any Development meeting the following conditions: (i) such
          Development was developed entirely on the Employee's own time without
          the use of any Company equipment, supplies, facility or trade secret
          information; and (ii) such Development does not relate directly or
          significantly to the business of the Company to the Company's actual
          or demonstrably anticipated research or development; or result from
          any work performed by the Employee for the Company.

     (b)  COPYRIGHTABLE MATERIAL - All right, title and interest in all
          copyrightable material that the Employee shall conceive or originate,
          either individually or jointly with others, and which arise out of the
          performance of this Agreement, will be the property of the Company and
          are by this Agreement assigned to the Company along with ownership of
          any and all copyrights in the copyrightable material. Upon request and
          without further compensation therefor, but at no expense to the
          Employee, the Employee shall execute all papers and perform all other
          acts necessary to assist the Company to obtain and register copyrights
          on such materials in any and all countries, except that Employee shall
          be compensated at no less that a rate of $250 per hour for Employee's
          time for compliance with this provision following termination or
          expiration of this Agreement. Where applicable, works of authorship
          created by the Employee for the Company in performing Employee's
          responsibilities under this Agreement shall be considered "WORKS MADE
          FOR HIRE," as defined in the U.S. Copyright Act. To the extent not
          considered as work made for hire, such works will be considered
          assigned to the Company under the Assignment provision of this Section

     (c)  KNOW-HOW AND TRADE SECRETS - All know-how and trade secret information
          conceived or originated by the Employee that arises out of the
          performance of Employee's obligations or responsibilities under this
          Agreement or any related material or information shall be the property
          of the Company, and all rights therein are by this Agreement assigned
          to the Company.



     (a)  GROUNDS FOR TERMINATION - The Employee's engagement shall terminate
          prior to the expiration of the initial term set forth in Section 2 or
          any extension thereof in the event that at any time: (i) The Employee
          dies, (ii) The Board of Directors of the Company elects to terminate
          this Agreement for "cause" and notifies the Employee in writing of
          such election, (iii) The Employee becomes "disabled," so that Employee
          cannot perform the essential functions of Employee's position with or
          without reasonable accommodation, (iv) The Board of Directors of the
          Company elects to terminate this Agreement without "cause" and
          notifies the Employee in writing of such election, (v) The Employee
          elects to terminate this Agreement and notifies the Company in writing
          of such election, or (vi) The Employee elects to terminate this
          Agreement for "good reason" (as defined below) and notifies the
          Company in writing of such election.

          If this Agreement is terminated pursuant to clause (i) or (ii) of this
          Section 8(a), such termination shall be effective immediately. If this
          Agreement is terminated pursuant to clause (iii), (iv), (v) or (vi) of
          this Section 8(a), such termination shall be effective 30 days after
          delivery of the notice of termination.

     (b)  "CAUSE" DEFINED - "Cause" means: (i) The Employee has breached the
          provisions of Section 5, 6 or 7 of this Agreement in any material
          respect, (ii) The Employee has engaged in willful and material
          misconduct, including willful and material failure to perform the
          Employee's duties as an officer or Employee of the Company and has
          failed to cure such default within 30 days after receipt of written
          notice of default from the Company, (iii) The Employee has committed
          fraud, misappropriation or embezzlement in connection with the
          Company's business, or (iv) The Employee has been convicted or has
          pleaded NOLO CONTENDERE to criminal misconduct (except for parking
          violations, occasional minor traffic violations and other similar
          minor violations).

     (c)  EFFECT OF TERMINATION - Notwithstanding any termination of this
          Agreement, the Employee, in consideration of Employee's engagement
          hereunder to the date of such termination, shall remain bound by the
          provisions of this Agreement which specifically relate to periods,
          activities or obligations upon or subsequent to the termination of the
          Employee's engagement.

     (d)  "DISABLED" DEFINED - "DISABLED" means any mental or physical condition
          that renders the Employee unable to perform the essential functions of
          Employee's position, with or without reasonable accommodation, for a
          period in excess of 3 months.

     (e)  SURRENDER OF RECORDS AND PROPERTY- Upon termination of Employee's
          engagement with the Company, the Employee shall deliver promptly to
          the Company all records, manuals, books, blank forms, documents,
          letters, memoranda, notes, notebooks, reports, data, tables,
          calculations or copies thereof that relate in any way to the business,
          products, practices or techniques of the Company, and all other
          property, trade secrets and confidential information of the Company,
          including, but not limited to, all documents that in whole or in part
          contain any trade secrets or confidential information of the Company,
          which in any of these cases are in Employee's possession or under
          Employee's control.


     (f)  PAYMENT CONTINUATION - If the Employee's engagement by the Company is
          terminated by the Company pursuant to clause (iii) or (iv) of Section
          8(a) or by Employee for Good Reason pursuant to clause (vi) of Section
          8(a), the Company shall continue to pay to the Employee Employee's
          base payment (less any payments received by the Employee from any
          disability income insurance policy provided to Employee by the
          Company) and shall continue to provide health insurance benefits for
          the Employee through the earlier of (a) the date that the Employee has
          obtained other full-time engagement, or (b) three (3) months from the
          date of termination of engagement. If this Agreement is terminated
          pursuant to clauses (i), (ii) or (v) of Section 8(a), the Employee's
          right to base payment and benefits shall immediately terminate, except
          as may otherwise be required by applicable law.

     (g)  "GOOD REASON" DEFINED - Good Reason shall mean: (i) the assignment of
          the Employee to any duties inconsistent in any respect with the
          Employee's position (including status, offices, titles and reporting
          requirements), authority, duties or responsibilities as contemplated
          by Section 3(a) or any other action by the Company which results in a
          diminution in such position, authority, duties or responsibilities,
          excluding for this purpose an isolated, insubstantial and inadvertent
          action not taken in bad faith and which is remedied by the Company
          promptly after receipt of notice thereof given by the Employee; (ii)
          any termination or reduction of a material benefit under any benefits
          plan in which the Employee participates unless (1) there is
          substituted a comparable benefit that is economically substantially
          equivalent to the terminated or reduced benefit prior to such
          termination or reduction or (2) benefits under such plan are
          terminated or reduced with respect to all Employees previously granted
          benefits thereunder; (iii) without limiting the generality of the
          foregoing, any material breach of this Agreement by the Company or any
          successor thereto.


9.   INDEMNIFICATION - In the event that Employee is made, or threatened to be
     made, a party to any action or proceeding, whether civil or criminal, by
     reason of the fact that Employee is or was a director, officer, or member
     of a committee of the Board of Directors of the Company or serves or served
     any other corporation, partnership, joint venture, trust, Employee benefit
     plan or other enterprise in any capacity at the request of the Company, or
     resulting from any of Employee's actions in any of the foregoing roles
     Employee shall be indemnified by the Company and the Company shall advance
     Employee's related expenses to the fullest extent permitted by law
     (including without limitation, damages, costs and reasonable attorney
     fees), as may otherwise be provided in the Company's Certificate of
     Incorporation and ByLaws. The Company further covenants not to amend or
     repeal any provisions of the Certificate of Incorporation or Bylaws of the
     Company in any manner which would adversely affect the indemnification or
     exculpatory provisions contained therein as they pertain to acts. The
     provisions of this Section are intended to be for the benefit of, and shall
     be enforceable by, each indemnified party and Employee's or her heirs and
     representatives. If the Company or any of its successors or assigns (i)
     shall consolidate with or merge into any other corporation or entity and
     shall not be the continuing or surviving corporation or entity of such
     consolidation or merger or (ii) shall transfer all or substantially all of
     its properties and assets to such Person, then and in each such case,
     proper provisions shall be made so that the successors and assigns of the
     Company shall assume all of the obligations set forth in this section 9.


     (a)  COUNTERPARTS - This Agreement may be executed in separate
          counterparts, each of which will be an original and all of which taken
          together shall constitute one and the same agreement, and any party
          hereto may execute this Agreement by signing any such counterpart.

     (b)  SEVERABILITY - Whenever possible, each provision of this Agreement
          shall be interpreted in such a manner as to be effective and valid
          under applicable law but if any provision of this Agreement is held to
          be invalid, illegal or unenforceable under any applicable law or rule,
          the validity, legality and enforceability of the other provisions of
          this Agreement will not be affected or impaired thereby. In
          furtherance and not in limitation of the foregoing, should the
          duration or geographical extent of, or business activities covered by,
          any provision of this Agreement be in excess of that which is valid
          and enforceable under applicable law, then such provision shall be
          construed to cover only that duration, extent or activities which may
          validly and enforceably be covered.

     (c)  SUCCESSORS AND ASSIGNS - This Agreement shall be binding upon and
          inure to the benefit of the parties hereto and their respective heirs,
          personal representatives and, to the extent permitted by subsection
          (d), successors and assigns.

     (d)  ASSIGNABILITY - Neither this Agreement nor any right, remedy,
          obligation or liability arising hereunder or by reason hereof shall be
          assignable (including by operation of law) by either party without the
          prior written consent of the other party to this Agreement, except
          that the Company may, without the consent of the Employee, assign its
          rights and obligations under this Agreement to any corporation, firm
          or other business entity with or into which the Company may merge or
          consolidate, or to which the Company may sell or transfer all or
          substantially all of its assets, or of which 50% or more of the equity


          investment and of the voting control is owned, directly or indirectly,
          by, or is under common ownership with, the Company. Provided such
          assignee explicitly assumes such responsibilities, after any such
          assignment by the Company, the Company shall be discharged from all
          further liability hereunder and such assignee shall thereafter be
          deemed to be the Company for the purposes of all provisions of this
          Agreement including this Section 10.

          Agreement may be modified, amended, waived or terminated except by an
          instrument in writing signed by the parties to this Agreement. No
          course of dealing between the parties will modify, amend, waive or
          terminate any provision of this Agreement or any rights or obligations
          of any party under or by reason of this Agreement. No delay on the
          part of the Company or Employee in exercising any right hereunder
          shall operate as a waiver of such right. No waiver, express or
          implied, by the Company of any right or any breach by the Employee
          shall constitute a waiver of any other right or breach by the

     (f)  NOTICES - All notices, consents, requests, instructions, approvals or
          other communications provided for herein shall be in writing and
          delivered by personal delivery, overnight courier, mail, electronic
          facsimile or e-mail addressed to the receiving party at the address
          set forth herein. All such communications shall be effective when

         If to the Company:

                  Robert Tarini
                  Facsimile:  203-431-8309
                  Attn:  Chairman
                  #207 - 54 Danbury Road
                  Ridgefield, CT  06877

         If to the Employee:

                  Ken Ducey, Jr.
                  54 Danbury Road - #207
                  Ridgefield, CT  06877

          Any party may change the address set forth above by notice to the
          other party given as provided herein.

     (g)  HEADINGS - The headings and any table of contents contained in this
          Agreement are for reference purposes only and shall not in any way
          affect the meaning or interpretation of this Agreement.



     (i)  VENUE; FEES AND EXPENSES - Any action at law, suit in equity or
          judicial proceeding arising directly, indirectly, or otherwise in
          connection with, out of, related to or from this Agreement, or any
          provision hereof, shall be litigated only in the state courts located
          in the State of Connecticut, County of Fairfield or the federal courts
          in the district which covers such county. The Employee and the Company
          consent to the jurisdiction of such courts. The prevailing party shall
          be entitled to recover its reasonable attorneys' fees and costs in any
          such action.

     (j)  WAIVER OF RIGHT TO JURY TRIAL - Each party hereto hereby waives,
          except to the extent otherwise required by applicable law, the right
          to trial by jury in any legal action or proceeding between the parties
          hereto arising out of or in connection with this Agreement.

     (k)  THIRD-PARTY BENEFIT - Nothing in this Agreement, express or implied,
          is intended to confer upon any other person any rights, remedies,
          obligations or liabilities of any nature whatsoever.

     (l)  WITHHOLDING TAXES - The Company may withhold from any benefits payable
          under this Agreement all federal, state, city or other taxes as shall
          be required pursuant to any law or governmental regulation or ruling.



MARKLAND TECHNOLOGY, INC.                  Ken Ducey, Jr.

By:  Robert Tarini
---------------------------------          -------------------------------

Date:                                      Date:
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