Sample Business Contracts

Strategic Operations Contractor Agreement - Markland Technology Inc. and Asset Growth Co.

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of May 12, 2004, and with an effective date of January 1, 2004 ("EFFECTIVE
DATE") between Markland Technology, Inc. (including, as the context may require,
its subsidiaries, the "COMPANY"), a Florida corporation, and Asset Growth
Company (the "CONTRACTOR"), a Connecticut corporation.

         WHEREAS, the Company wishes to engage CONTRACTOR to render services for
the Company on the terms and conditions set forth in this Agreement, and the
Contractor wishes to be retained and employed by the Company on such terms and
conditions; and

         WHEREAS, to accomplish the foregoing, the Company and Contractor wish
for this Agreement to be a memorialization of their Agreement as of the
Effective Date.

         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 engages the Contractor, and the Contractor
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 Agreement.

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 Contractor's engagement hereunder shall be for a period of five years,
commencing on January 2, 2004. 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 Contractor's
engagement, the Contractor agrees to perform such reasonable services as the
Board of Directors of the Company (the "BOARD") shall assign to Contractor from
time to time. The Contractor shall commence this relationship providing the
following services: (i) Advice on proper deal structures for Company business
development activities, and (ii) Administrative services and support for Company
executive staff and customers.

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



         (a) BASE CONSIDERATION - As compensation for services to be rendered by
the Contractor under this Agreement, the Company shall pay to the Contractor
during the term of the contract a base payment of $10,000 gross per month (total
of $120,000 per year, the "ANNUAL COMPENSATION"), which payment shall be paid in
arrears in accordance with the Company's normal procedures and policies.

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

         (c) EXPENSES- The Company will pay or reimburse the Contractor for all
reasonable and necessary out-of-pocket expenses incurred by Contractor in the
performance of Contractor's duties under this Agreement, subject to the
Company's normal policies for expense verification. In addition, Company agrees
to provide Contractor with up to $5,000 monthly for expenses.

         (d) INITIAL GRANT OF STOCK - As a further incentive to Contractor's
performance under this Agreement, the company agrees to CONDITIONALLY grant to
Contractor shares of common stock in the Company (the "COMMON STOCK") at seven
different periods: (i) the first ("GRANT ONE") being upon the conclusion of a 90
day period following the Effective Date, (ii) the second ("GRANT TWO") being
upon the conclusion of a 180 day period following the Effective Date, (iii) the
third ("GRANT THREE") being upon the conclusion of a 210 day period following
the Effective Date, (iv) the fourth ("GRANT FOUR") being upon conclusion of a 1
year period following the Effective Date and the fifth ("GRANT FIVE") being upon
conclusion of a 2 year period following the Effective Date, the sixth ("GRANT
SIX") being upon conclusion of a 3 year period following the Effective Date and
the seventh the ("GRANT SEVEN") being upon conclusion of a 4 year period
following the Effective Date (Grant One, Grant Two, Grant Three, Grant Four,
Grant Five, Grant Six and Grant Seven may be referred to as "GRANT" or
"GRANTS"). Each Grant shall be equivalent to a "STOCK PERCENTAGE" of the Company
Equity (defined below) calculated as of the "FINAL DATE" associated with that
Grant, as follows:


--------------------------- ----------------------------- ----------------------
        GRANT                    STOCK PERCENTAGE               FINAL DATE
--------------------------- ----------------------------- ----------------------

Grant One                            2.0%                      April 1, 2004
--------------------------- ----------------------------- ----------------------

Grant Two                            .75%                      July 1, 2004
--------------------------- ----------------------------- ----------------------

Grant Three                          .75%                     October 1, 2004
--------------------------- ----------------------------- ----------------------

Grant Four                           .75%                     January 3, 2005
--------------------------- ----------------------------- ----------------------

Grant Five                           .75%                     January 2, 2006
--------------------------- ----------------------------- ----------------------

Grant Six                            .25%                     January 1, 2007
--------------------------- ----------------------------- ----------------------

Grant Seven                          .25%                     January 1, 2008
--------------------------- ----------------------------- ----------------------

The Grant will be earned based upon PERFORMANCE CRITERIA achieved by the Company
as defined below. At any time after the Company has implemented an effective
ESOP program the Contractor may opt to accept option grants in lieu of
restricted Common Stock Grants of an equivalent value to the Common Stock Grant.
The Contractor may do so at each individual Grant date.

The number of shares of Common Stock reflected by the Stock Percentage
("Contractor's Shares") shall be calculated against all issued and outstanding
capital stock or other equity or conversion right in the Company inclusive of
warrants or options (in aggregate the "Company Equity"). 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 Contractor'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. With respect to each Grant the final calculation of
the total number of Contractor's Shares shall be made within fifteen days of the
Final Date, in accordance with the following formula ("Formula"):

 Total # Contractor's Shares = applicable Stock Percentage x the Company Equity

 The Company Equity = total Common Shares outstanding including options and
                      warrants as of the Final Date
                    + number of Common Shares resulting from Imputed Conversion


Each Grant is CONDITIONED upon the Company achieving its year-end performance
objectives for revenue and profitability, based on a plan to be ratified by the
Board of the Company during regularly scheduled meetings for each of the
applicable years. For example, whether Grant One occurs will be measured against
the plan set forth by the Board in the first quarter of year 2004 for year 2004.

     The subject shares issued via each share grant are non transferable and
subject to forfeiture.

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

         Such unregistered shares shall bear the following legend.


Contractor'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 Contractor has delivered a certificate to the Company to the effect
that the Contractor will comply with all applicable prospectus delivery
requirements under the Securities Act in any sale or transfer of the
Contractor's Shares by the Contractor, and (iii) the Contractor 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 Contractor, upon
request, with a certificate or certificates representing Contractor'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
Contractor 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 Contractor 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.


         (f) REGISTRATION RIGHTS - In the event of a registration of Company
common stock following the Final Date, Contractor shall have the right to
participate in such registration at Company's expense. Additionally, for a
period of five years from the date of this Agreement, Contractor 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 Contractor may, within a reasonable time,
elect to participate in such dilutive event under the terms thereof to maintain
Contractor's then current percentage interest in the Company.

         (g) BONUS: Contractor shall be eligible to receive a bonus as may be
payable pursuant to the performance criteria as described below in Section (h).
The Bonus shall be based on 300% of the Contractor's Annual Compensation.

         (h) PERFORMANCE CRITERIA: For any quarter of the company's operation
the Contractor may be eligible for a portion of his bonus if the company
achieves revenue or revenue and profit milestones set forth by the Board in its
periodic meetings. For the first year of this Agreement, the milestone shall be
$1.0 million in each quarter and $6 million for the calendar year 2004.

         (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 and all cash and expense compensation due for
the earlier of 1) three years from the date of change of control, or 2) until
the end of the Term of this Agreement, shall be placed in escrow in an account
established by the Company with the designated escrow agent. The designated
escrow agent shall be Mr. David Broadwin Esq. of Foley & Hoag of Boston, MA. A
change of control will be defined as a change in the majority ownership of the
Company Equity of the Company, or the resignation or termination of the majority
of the directors on the Board within a 2 month period or the replacement of
either the CEO, President, or CFO of the Company.

5. CONFIDENTIAL INFORMATION - Except as permitted or directed by the Company's
Board of Directors, during the term of Contractor's engagement or at any time
thereafter, the Contractor 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 Contractor has acquired or become acquainted with or will acquire or
become acquainted with prior to the termination of the period of Contractor's
engagement by the Company (including engagement by the Company or any affiliated
companies prior to the date of this Agreement) whether developed by Contractor
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
Contractor 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 Contractor's engagement, the
Contractor 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

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

7. Patent and Related Matters; Disclosure and Assignment - The Contractor 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
Contractor, either solely or in collaboration with others, during the term and
in the course of performance of this Agreement, relating either directly or
significantly and indirectly to the business, products, practices or techniques
of the Company ("Developments"). The Contractor, to the extent that Contractor
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 Contractor's right, title and interest
in and to any and all of the Developments ("Assignment"). During the period
commencing upon the day after the Contractor's last day performing services for
the Company and ending one year after termination of the Contractor's engagement
with the Company, at the reasonable request of the Company, the Contractor 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 Contractor is compensated at no less that a rate of $250
per hour for Contractor'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 Contractor'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 Contractor for the


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

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
Contractor dies, (ii) The Board elects to terminate this Agreement for "cause"
and notifies the Contractor in writing of such election, (iii) The Board elects
to terminate this Agreement without "cause" and notifies the Contractor in
writing of such election, (iv) The Contractor elects to terminate this Agreement
and notifies the Company in writing of such election, or (v) The Contractor
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), or (v) of this Section 8(a), such
termination shall be effective 30 days after delivery of the notice of

         (b) "CAUSE" DEFINED - "Cause" means: (i) The Contractor has breached
the provisions of Section 5, 6 or 7 of this Agreement in any material respect,
(ii) The Contractor has engaged in willful and material misconduct, including
willful and material failure to perform the Contractor's duties as an officer or
Contractor 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
Contractor has committed fraud, misappropriation or embezzlement in connection
with the Company's business, or (iv) The Contractor 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 Contractor, in consideration of Contractor'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 Contractor's engagement.

         (d) SURRENDER OF RECORDS AND PROPERTY- Upon termination of Contractor's
engagement with the Company, the Contractor 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 Contractor's possession or under Contractor's

         (e) PAYMENT CONTINUATION - If the Contractor's engagement by the
Company is terminated by the Company pursuant to clause (iii) of Section 8(a) or
by Contractor for Good Reason pursuant to clause (v) of Section 8(a), the
Company shall continue to pay to the Contractor Contractor's base payment (less
any payments received by the Contractor from any disability income insurance
policy provided to Contractor by the Company) and shall continue to provide
health insurance benefits for the Contractor through the earlier of (a) the date
that the Contractor 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 (iv) of Section 8(a), the
Contractor's right to base payment and benefits shall immediately terminate,
except as may otherwise be required by applicable law.

         (f) "GOOD REASON" DEFINED - Good Reason shall mean: (i) the assignment
of the Contractor to any duties inconsistent in any respect with the
Contractor'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
Contractor; (ii) any termination or reduction of a material benefit under any
benefits plan in which the Contractor 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
Contractors 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 Contractor is made, or threatened to be
made, a party to any action or proceeding, whether civil or criminal, by reason
of the fact that Contractor is or was a director, officer, or member of a
committee of the Board or serves or served any other corporation, partnership,
joint venture, trust, Contractor benefit plan or other enterprise in any
capacity at the request of the Company, or resulting from any of Contractor's
actions in any of the foregoing roles Contractor shall be indemnified by the
Company and the Company shall advance Contractor'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 as incurred beginning prior to any
judicial preceding. 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 Contractor'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

         (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 Contractor, 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.


this 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 Contractor 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
Contractor 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 received.

         If to the Company:

                  Robert Tarini
                  Facsimile:  203-286-1608
                  Attn: , CEO
                  #207 - 54 Danbury Road
                  Ridgefield, CT 06877

         If to the Contractor:

                  Ken Ducey, Jr.
                  Suite #204 - 90 Grove Street
                  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 Contractor 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.





By:  Robert Tarini                              By:  Ken Ducey
CEO                                             President
---------------------------                     -------------------------------

Date:                                           Date:
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