Sample Business Contracts

Employment Agreement - Markland Technology Inc. and Kenneth 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.
  • More Employment Agreements

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                              EMPLOYMENT AGREEMENT

         EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as of January 2, 2004,
("EFFECTIVE DATE") between Markland Technology, Inc. (including, as the context
may require, its subsidiaries, the "COMPANY"), a Florida corporation, and
Kenneth Ducey Jr., (the "EMPLOYEE"), located in Ridgefield, CT 06877.

         WHEREAS, the Company and Employee had previously entered into an
employment agreement dated January 1, 2003 (the "PRIOR AGREEMENT"); and

         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
conditions; and

         WHEREAS, to accomplish the foregoing, the Company and Employee wish to
supplant the prior Agreement with this Agreement from 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. Termination of Prior Agreement; Current ENGAGEMENT -The Prior Agreement is
hereby deemed performed through the Effective Date and is hereby terminated as
of the Effective Date. 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 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 Employee'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 Employee's
engagement, the Employee agrees to perform such reasonable services as the Board
of Directors of the Company (the "BOARD") 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 term of the contract a base payment of $15,000.00 gross per month (total of
$180,000 per year, the "ANNUAL SALARY"), 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
Employee 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 Employee for all
reasonable and necessary out-of-pocket expenses incurred by Employee in the
performance of Employee's duties under this Agreement, including initiation fees
for membership in a local club, subject to the Company's normal policies for
expense verification. In addition, Company agrees to provide Employee with up to
$5,000 monthly for auto expense, business office expense, and life insurance

         (d) INITIAL GRANT OF STOCK - The company agrees to CONDITIONALLY grant
to Employee 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                              .5%                 April 1, 2004
-------------------------- ------------------------- ---------------------------

Grant Two                             .25%                 July 1, 2004
-------------------------- ------------------------- ---------------------------

Grant Three                           .25%                October 1, 2004
-------------------------- ------------------------- ---------------------------

Grant Four                            .25%                January 3, 2005
-------------------------- ------------------------- ---------------------------

Grant Five                            .25%                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 Employee may opt to accept option grants in lieu of restricted
Common Stock Grants of an equivalent value to the Common Stock Grant. The
Employee may do so at each individual Grant date.

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 inclusive of
warrants (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
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.
With respect to each Grant 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 = 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 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.

         (f) 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. 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 Company.


         (g) BONUS: Employee 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 Employee's Annual Salary.

         (h) PERFORMANCE CRITERIA: For any quarter of the company's operation
the employee 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
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 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. This Section 6 does not include any compensation received by Employee
through his involvement with Asset Growth Partners.

7. Patent and Related Matters; Disclosure and Assignment - The Employee 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
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 7.

         (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.

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 elects to terminate this Agreement for "cause" and
notifies the Employee in writing of such election, (iii) The Board elects to
terminate this Agreement without "cause" and notifies the Employee in writing of
such election, (iv) The Employee elects to terminate this Agreement and notifies
the Company in writing of such election, or (v) 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), 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 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) 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.

         (e) PAYMENT CONTINUATION - If the Employee's engagement by the Company
is terminated by the Company pursuant to clause (iii) of Section 8(a) or by
Employee for Good Reason pursuant to clause (v) 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 (iv) 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.

         (f) "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 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 as incurred and will start prior to any judicial
preceeding. 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

         (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.

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 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 Employee.


         (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 Employee:

                  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 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:
    -------------------------                        ---------------------------