Sample Business Contracts

Consulting Agreement - Markland Technology Inc. and Robert Tarini

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                              CONSULTING AGREEMENT

         CONSULTING 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 Robert Tarini, (the
"CONSULTANT"), located at ----.

         WHEREAS, the Company wishes to employ the CONSULTANT to render services
for the Company on the terms and conditions set forth in this Agreement, and the
Consultant 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 Consultant, and the Consultant
     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 Consultant'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 Consultant's engagement,
          the Consultant agrees to perform such reasonable services as the Board
          of Directors of the Company shall assign to Consultant from time to
          time. The Consultant shall commence as a Director and an officer of
          the Company with the title of Chairman of the Board of Directors.


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


     (a)  BASE CONSIDERATION - As compensation for services to be rendered by
          the Consultant under this Agreement, the Company shall pay to the
          Consultant during the initial ninety (90) day term a base payment of
          $10,000 gross per month, and, unless modified, (ii) during any
          extensions of the initial term a base payment of $10,000 gross per
          month, minus deductions and withholdings, which payment shall be paid
          on a monthly basis in arrears in accordance with the Company's normal
          procedures and policies.

     (b)  INCENTIVE COMPENSATION - In addition to the base payment, the
          Consultant 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 Consultant's

     (c)  EXPENSES- The Company will pay or reimburse the Consultant for all
          reasonable and necessary out-of-pocket expenses incurred by Consultant
          in the performance of Consultant's duties under this Agreement,
          subject to the Company's normal policies for expense verification.

     (d)  INITIAL GRANT OF STOCK - The company agrees to CONDITIONALLY grant to
          Consultant 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
          grant will be based on PERFORMANCE CRITERIA achieved by the Company as
          defined below. The number of shares of Common Stock reflected by the
          Stock Percentage ("Consultant'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 Consultant'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 Consultant's Shares shall be made within fifteen days of the Final
          Date, in accordance with the following formula ("Formula"):


         Total # Consultant'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 .

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

     (i) upon contract signing, the Company will issue to Consultant 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 Consultant 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 Consultant's Shares if
     the Second Quarter gross revenue target has been met;

     (iii) on or about October 1, 2003 Company will issue to Consultant 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 Consultant's
     Shares, minus the aggregate number of Consultant Shares issued to
     Consultant 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
     Consultant a number of shares of Common Stock equal to the difference
     between the Total # Consultant's Shares calculated in accordance with the
     Formula minus the aggregate number of Consultant Shares issued to
     Consultant in the first three installments if the Fourth Quarter gross
     revenue target has been met;

     (e)  ACCRUED STOCK AWARD - In addition the company shall accrue an
          additional stock award ("Accrued Shares") for the Consultant 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 Consultant's Shares and Accrued Shares
          (collectively hereafter referred to as "Consultant's Shares") may be
          unregistered, unless registered prior to issuance.

         Such unregistered shares shall bear the following legend.


     Consultant'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 Consultant has delivered a certificate to the
     Company to the effect that the Consultant will comply with all applicable
     prospectus delivery requirements under the Securities Act in any sale or
     transfer of the Consultant's Shares by the Consultant, and (iii) the
     Consultant 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 Consultant, upon request, with a certificate or
     certificates representing Consultant'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 Consultant 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 Consultant 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, Consultant 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, Consultant 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 Consultant may, within
          a reasonable time, elect to participate in such dilutive event under
          the terms thereof to maintain Consultant's then current percentage
          interest in the Company.

     (h)  BONUS: Consultant 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 Consultant'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 Consultant 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

     (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 Consultant's engagement or at any
     time thereafter, the Consultant 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 Consultant has acquired or become
     acquainted with or will acquire or become acquainted with prior to the
     termination of the period of Consultant's engagement by the Company
     (including engagement by the Company or any affiliated companies prior to
     the date of this Agreement) whether developed by Consultant 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 Consultant 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
     Consultant's engagement, the Consultant 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 Consultant.


6.   VENTURES - If, during the term of Consultant's engagement the Consultant 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 Consultant 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 Consultant as provided in
     this Agreement. The Consultant shall not enter into any arrangement through
     which Consultant acquires or may acquire any interest, direct or indirect,
     in any vendor or customer of the Company other than Consultant.

7.   Patent and Related Matters; Disclosure and Assignment - The Consultant will
     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 Consultant, 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
     Consultant, to the extent that Consultant 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 Consultant's right, title and interest in and to any and all
     of the Developments ("Assignment"). During the period commencing upon the
     day after the Consultant's last day performing services for the Company and
     ending one year after termination of the Consultant's engagement with the
     Company, at the reasonable request of the Company, the Consultant 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 Consultant is compensated at no less that a
     rate of $250 per hour for Consultant'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 Consultant'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 Consultant for the Company.

     (b)  COPYRIGHTABLE MATERIAL - All right, title and interest in all
          copyrightable material that the Consultant 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 Consultant, the Consultant 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 Consultant shall be compensated at no less that a rate of $250
          per hour for Consultant's time for compliance with this provision
          following termination or expiration of this Agreement. Where
          applicable, works of authorship created by the Consultant for the
          Company in performing Consultant'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 7.


     (c)  KNOW-HOW AND TRADE SECRETS - All know-how and trade secret information
          conceived or originated by the Consultant that arises out of the
          performance of Consultant'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 Consultant'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
          Consultant dies, (ii) The Board of Directors of the Company elects to
          terminate this Agreement for "cause" and notifies the Consultant in
          writing of such election, (iii) The Consultant becomes "disabled," so
          that Consultant cannot perform the essential functions of Consultant'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 Consultant in writing of such election, (v)
          The Consultant elects to terminate this Agreement and notifies the
          Company in writing of such election, or (vi) The Consultant 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 Consultant has breached the
          provisions of Section 5, 6 or 7 of this Agreement in any material
          respect, (ii) The Consultant has engaged in willful and material
          misconduct, including willful and material failure to perform the
          Consultant's duties as an officer or Consultant 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 Consultant has committed
          fraud, misappropriation or embezzlement in connection with the
          Company's business, or (iv) The Consultant 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 Consultant, in consideration of Consultant'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
          Consultant's engagement.

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


     (e)  SURRENDER OF RECORDS AND PROPERTY- Upon termination of Consultant's
          engagement with the Company, the Consultant 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 Consultant's possession or under
          Consultant's control.

     (f)  PAYMENT CONTINUATION - If the Consultant's engagement by the Company
          is terminated by the Company pursuant to clause (iii) or (iv) of
          Section 8(a) or by Consultant for Good Reason pursuant to clause (vi)
          of Section 8(a), the Company shall continue to pay to the Consultant
          Consultant's base payment (less any payments received by the
          Consultant from any disability income insurance policy provided to
          Consultant by the Company) and shall continue to provide health
          insurance benefits for the Consultant through the earlier of (a) the
          date that the Consultant 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 Consultant'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 Consultant to any duties inconsistent in any respect with the
          Consultant'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 Consultant; (ii)
          any termination or reduction of a material benefit under any benefits
          plan in which the Consultant 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 Consultants 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 Consultant is made, or threatened to be
     made, a party to any action or proceeding, whether civil or criminal, by
     reason of the fact that Consultant 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, Consultant
     benefit plan or other enterprise in any capacity at the request of the
     Company, or resulting from any of Consultant's actions in any of the
     foregoing roles Consultant shall be indemnified by the Company and the
     Company shall advance Consultant'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 Consultant'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



     (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 Consultant, 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 Consultant 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 Consultant
          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:

                  Ken Ducey, Jr.
                  Facsimile:  203-431-8309
                  Attn:  CFO
                  #207 - 54 Danbury Road
                  Ridgefield, CT  06877

         If to the Consultant:

                  Robert Tarini
                  46 Bell School House Road
                  Richmond, RI 02892

          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 Consultant 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.                     Robert Tarini

By:  Ken Ducey, Jr.
---------------------------------             -------------------------------

Date:                                         Date:
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