<PAGE>
EXHIBIT 10.32

                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as 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 Robert Tarini, (the "EMPLOYEE"), located
in Richmond, Rhode Island, 02892.

         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 retroactive 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.

3.       POSITION AND DUTIES

                  (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 Chairman and Chief
         Executive 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


<PAGE>

         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.

4.       COMPENSATION

                  (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
         $25,000.00 gross per month (total of $300,000 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,
         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, medical and life insurance
         expenses.

                  (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 , 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 Common Stock Equity of the Company (defined below) calculated as of
         the "FINAL DATE" associated with that Grant, as follows:


                                      -2-
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     -------------------- ----------------------- ------------------------------

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

     Grant One                       2.5                    April 1, 2004
     -------------------- ----------------------- ------------------------------

     Grant Two                      1.00%                   July 1, 2004
     -------------------- ----------------------- ------------------------------

     Grant Three                   .1.00%                    Oct 1, 2004
     -------------------- ----------------------- ------------------------------

     Grant Four                     1.0%                   January 2, 2005
     -------------------- ----------------------- ------------------------------

     Grant Five                      1%                    January 2, 2006


     Grant Six                       .5%                   Janaury 2, 2007


     Grant Seven                     .5%                   Janaury 2, 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 ON A ONE FOR
         ONE BASIS. 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 Equity

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

                                      -3-
<PAGE>

         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.

         THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
         COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM
         REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
         SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
         ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

         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.


                                      -4-
<PAGE>

                  (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 $ 1.0 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 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 or President 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.

                                      -5-
<PAGE>

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.

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

                                      -6-
<PAGE>

         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.

8.       TERMINATION OF ENGAGEMENT; (a) GROUNDS FOR TERMINATION - The Employee's
         engagement shall terminate prior to the expiration of the initial term
         set forth in Section 2 or any extension thereof in the event that at
         any time: (i) The Employee dies, (ii) The Board 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 termination.

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

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

                                      -7-
<PAGE>

                  (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 By Laws as incurred and will
         start 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

                                      -8-
<PAGE>

         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.

10.      MISCELLANEOUS

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

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

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

                  (d) ASSIGNABILITY - Neither this Agreement nor any right,
         remedy, obligation or liability arising hereunder or by reason hereof
         shall be assignable (including by operation of law) by either party
         without the prior written consent of the other party to this Agreement,
         except that the Company may, without the consent of the Employee,
         assign its rights and obligations under this Agreement to any
         corporation, firm or other business entity with or into which the
         Company may merge or consolidate, or to which the Company may sell or
         transfer all or substantially all of its assets, or of which 50% or
         more of the equity investment and of the voting control is owned,
         directly or indirectly, by, or is under common ownership with, the
         Company. Provided such assignee explicitly assumes such
         responsibilities, after any such assignment by the Company, the Company
         shall be discharged from all further liability hereunder and such
         assignee shall thereafter be deemed to be the Company for the purposes
         of all provisions of this Agreement including this Section 10.

                                      -9-
<PAGE>

                  (e) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION - No
         provision of 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:

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


         If to the Employee:

                     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.

                  (h) GOVERNING LAW - ALL MATTERS RELATING TO THE
         INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS
         AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
         CONNECTICUT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS
         THEREOF.

                  (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.

                                      -10-
<PAGE>

                  (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.

THE PARTIES ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT
THIS AGREEMENT AND ANY EXHIBITS HERETO ARE THE COMPLETE AND EXCLUSIVE STATEMENT
OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR ALL
PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE
PARTIES RELATING TO THE SUBJECT MATTER HEREOF.

ACCEPTED AND AGREED:

MARKLAND TECHNOLOGY, INC.                    Robert Tarini

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

Date:                                        Date:


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