EXHIBIT 10.9


VISUAL MANAGEMENT SYSTEMS

EXECUTIVE EMPLOYMENT AGREEMENT 


          This
Employment Agreement (the “Agreement”) is entered into as of this 2nd day of
January, 2007 by and between VISUAL
MANAGEMENT SYSTEMS HOLDING, INC., a New Jersey corporation which
maintains its principal executive offices at 1000 Industrial Way North, Suite
C, Toms River, New Jersey 08755 (the “Company”), and Kevin Sangirardi (the “Executive”), an individual
residing at 6 Kental Lane, Nesconset, New York 11767.
Company and Executive are collectively referred to herein as the “Parties” and
individually as a “Party”.


W I T N E S S E T H:


          WHEREAS, the Company is engaged in
providing a mix of products and services consisting primarily of, but not
limited to, the sales, installation, manufacturing, assembly, and design
consultation of Closed Circuit Television (“CCTV”) systems with Digital Video
Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD
Cameras” or “cameras”) to Small-Medium Business Enterprises (“SMEs”),
Government, Municipal, not-for-profit organizations, and other commercial
enterprises, organizations, associations or businesses (collectively “the
customers”) primarily located in, but not limited to the continental United
States Markets and environments; and 


          WHEREAS, the Executive has extensive prior
and current experience in operating the Company including planning, developing,
deploying and maintaining digital surveillance systems, and additional prior
experience in low voltage electrical installation management, Digital Video
Recorder assembly, burglar alarm installation in commercial and residential
markets and carries appropriate licenses and certificates to continue to
conduct such business; and 


          WHEREAS, the Company desires to provide for
the employment of the Executive as Vice
President and Chief Operating Officer pursuant to the terms and
conditions of this Agreement since the Company believes that the Executive’s
business experience, skill, and expertise will enhance the business and improve
the profitability of the Company; and 


          WHEREAS, the Company’s Board of Directors
(“Board”) has determined that it is in the best interest of the Company to
provide for the employment of the Executive as Vice President and Chief Operating Officer and believes that
this Agreement will reinforce and encourage the attention and dedication of the
Executive to the Company as a key member of the Company’s management team; and 


          WHEREAS, the Executive is willing to commit
himself to faithfully and exclusively serve the Company on the terms and
conditions provided herein; 


          NOW, THEREFORE, in consideration of the
representations, covenants, and agreements contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the Parties hereto
agree as follows: 


1






ARTICLE I 

DEFINITIONS


          As
used in this Agreement, the following terms shall have the following meanings
unless the context specifically requires otherwise: 


	
  

 	
  

 
	
 1.01 “Cause” shall mean any of the following:

 






	
  

 	
  

 	
  

 
	
  

 	
 (a) With respect
 to the Company’s termination of the Executive:

 




                    (1)
the final unappealable conviction of the Executive of a felony under any state
or federal law, or the entry of a plea of guilty or no contest by the Executive
with respect thereto; 


                    (2)
any failure or refusal by the Executive to fulfill, in any material respect,
his duties and responsibilities (other than by reason of death or Disability,
as defined below) as set forth in Section 2.02 of this Agreement for a period
of sixty (60) days after receipt of written notice of such failure or refusal
from the Company to the Executive; provided, however, that such notice shall
contain a detailed description of the particular conduct or omission of the
Executive that the Company alleges constitutes such failure or refusal,
together with a detailed description of the particular conduct or omission
which the Company directs the Executive to undertake in order to cure such
failure or refusal; however, failure to achieve performance goals or earnings
targets or any act or failure or refusal to act on the Executive’s part shall
not be a reason for termination for Cause if the act done or omitted to be done
was pursuant to any express policy of the Company, or pursuant to the express
direction of the Board, or pursuant to a good faith and reasonable business
decision by the Executive in the performance of his duties under this
Agreement. 


                    (3)
any failure or refusal of the Executive to adhere to any established lawful
policy of the Company for a period of sixty (60) days after receipt of written
notice of such failure or refusal from the Company to the Executive; provided,
however, that such notice shall contain a detailed description of the
particular conduct or omission of the Executive that the Company alleges
constitutes such failure or refusal, together with a detailed description of
the particular conduct or omission which the Company directs the Executive to
undertake in order to cure such failure or refusal; however, no act or failure
or refusal to act on the Executive’s part shall be a reason for termination for
Cause under if the act done or omitted to be done was pursuant to any express
policy of the Company, or pursuant to the express direction of the Board, or
pursuant to a good faith and reasonable business decision by the Executive in
the performance of his duties under this Agreement. 


                    (4)
the final unappealable conviction or civil judgment against the Executive for
any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or
other act of dishonesty against the Company; or 


                    (5)
any final unappealable determination by a court of competent jurisdiction of
material breach by the Executive of his obligations under Article IV of this
Agreement. 


          (b)
With respect to the Executive’s right to terminate this Agreement: 


                    (1)
the Company or the Board fails to re-elect the Executive, without Executive’s
prior consent in any or each instance, as Vice President, and/or Chief
Operating Officer during the term of this Agreement; 


2






                    (2)
the Company or its Board of Directors, without Executive’s prior consent,
Demotes the Executive in any or each instance as Vice President and/or Chief
Operating Officer; 


                    (3)
the Company breaches any material covenant under this Agreement and such breach
is not cured within sixty (60) days of receipt of Executive’s written notice of
such breach; 


                    (4)
this Agreement is assigned or delegated by the Company to any other person or
entity without Executive’s prior consent or the Company is acquired or merged
with any other entity; or 


                    (5)
a change of the principal place of performance (as set forth in Section 2.02(c)
below) of more than 30 miles without Executive’s consent. 


1.02 “Business” shall mean (a) the Company’s
present business, which consists of providing a mix of products and services
consisting primarily of, but not limited to, the sales, installation,
manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”)
systems with Digital Video Recorders (“DVRs”) and Charged Couple Device
Surveillance Cameras (“CCD Cameras” or “cameras”) its customers. 


1.03 “Competing Business” shall mean any
business providing the same or similar mix of products, processes or services
within the Territory. 


1.04 “Confidential Information”
shall have a meaning as set forth in Section 4.02 of this Agreement. 


1.05 “Demote/Demotion”
shall mean a material change in the nature or scope of the authorities, powers,
functions or duties of the Executive, whether associated with the title of Vice
President and/or Chief Operating Officer or another title. 


1.06 “Disability”
shall mean the Executive’s inability to perform his duties, obligations and
responsibilities under this Agreement by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
twelve (12) months. 


1.07 “Intellectual Property”
shall have a meaning as set forth in Section 4.03 of this Agreement. 


1.08 “Severance Benefits”
shall have a meaning as set forth in Section 5.02(b) of this Agreement. 


1.09 “Severance Compensation”
shall have a meaning as set forth in Section 5.02(a) of this Agreement. 


1.10 “Territory”
shall mean Tier I/Tier II United States Markets and environments in which the
Company conducts business, or actively prepares to conduct business at any time
during the covenant period provided in Article IV of this Agreement. 


1.11 “Tier I United States Markets” shall
mean the top twenty (20) Metropolitan Statistical Areas by business population
density and growth. 


1.12 “Tier II United States Markets”
shall mean the second twenty (20) Metropolitan Statistical Areas by business
population density and growth. 


3






1.13 “The Customers”
shall mean Small-Medium Business Enterprises (“SMEs”), Government, Municipal,
not-for-profit organizations, and other commercial enterprises, organizations,
associations or businesses that the Company provides business or business
services to. 


ARTICLE II 

EMPLOYMENT


Section 2.01 Term.
The term of the Executive’s employment shall be for a period of three (3) years
commencing on the date of this Agreement, unless earlier terminated pursuant to
Section 5.01 hereof. This Agreement shall automatically renew for successive
periods of one (1) year thereafter unless either Party gives written notice of
its intent not to renew at least sixty (60) days prior to the expiration of any
term. 


Section 2.02 Powers, Duties and
Responsibilities.


          (a)
For the term of this Agreement, the Company hereby employs the Executive, and
the Executive hereby accepts employment with the Company, to render exclusive
service as Vice President and/or Chief
Operating Officer, with such powers, duties, and responsibilities
consistent with the position of Vice
President and/or Chief Operating Officer as provided for in the
Company’s By-laws and as otherwise the Board may determine from time to time.
The Executive agrees to devote his full working time to the Company and to
diligently perform all duties to the best of his ability, pursuant to the
policies and regulations of the Company, and shall use his best efforts to
promote the success of the present and future businesses of the Company. The
Executive shall be responsible for each facet of the Company’s business
Operating. The Executive shall report directly to the Company’s President. 


          (b)
During the term of this Agreement, except for his participation and interest in
the entities listed on Schedule “A” attached hereto, the Executive shall not,
directly or indirectly, alone or as a member of any partnership or joint
venture, or as an Executive, officer or director of, or a consultant to, any
other corporation or business organization, be engaged in any other business
activity or occupation, whether or not such other business activity is pursued
for gain, profit or pecuniary advantage, unless approved by the Board. The
Executive agrees that he will not be involved in any activity outside of the
business of the Company that would interfere with the performance of his duties
hereunder or any activity that would be inimical to or contrary to the best
interests of the Company. Further, the Executive shall, as an investor, have the
right to acquire, sell or hold the stock or other investment securities of (a)
any business entity, other than the Company, that is registered on a national
securities exchange or regularly traded on a generally recognized
over-the-counter market, so long as the Executive’s beneficial interest in any
such business entity does not exceed five percent (5%) of the ownership of that
business entity, and (b) the entities listed on the attached Schedule “A.” 


          (c)
Executive’s principal place of performance shall be in Toms River, New Jersey.
Executive shall be required at times to reasonably travel as part of his duties
hereunder. 


4









ARTICLE III

COMPENSATION AND BENEFITS


Section 3.01 Base Salary.
The Executive will receive a base salary from the Company as set forth in
Schedule “B” attached to this Agreement, for his services under this Agreement,
payable in accordance with the Company’s payroll activities. 


Section 3.02 Salary Increases.
The Executive shall receive salary increases from the Company as set forth in
Schedule “B” attached to this Agreement. The Executive’s salary may be
increased otherwise during the term of this Agreement by the Board or the
Compensation Committee of the Board, if any, in its sole and absolute
discretion. 


Section 3.03 Bonus Compensation.
The Executive shall be eligible to receive an annual incentive bonus comprised
of cash, stock and/or stock options in an amount as determined by the Board in
its sole and absolute discretion. 


Section 3.04 Revenue Performance Bonus.
The Executive shall receive bonuses from the Company as set forth in Schedule
“B” attached to this Agreement. The Executive’s salary may be increased
otherwise during the term of this Agreement by the Board or the Compensation
Committee of the Board, if any, in its sole and absolute discretion. 


Section 3.05 Benefits.
The Executive will, at all times during his employment with the Company, be entitled
to participate in all benefits maintained by the Company for senior level
executives of the Company, including, but not limited to, participation in the
Company’s Equity Incentive Plan (a copy of which has been furnished to the
Executive), as determined by the Company’s Board. Except as provided herein or
required by the terms of a Company sponsored benefit plan, nothing paid to the
Executive under any such plan or arrangement presently in effect or made
available in the future shall be deemed to be in lieu of the Executive’s salary
and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this
Agreement. 


Section 3.06 Additional Insurance.
The Executive may, be provided with additional insurance policies as set forth
in Schedule “B” attached to this Agreement. Any costs incurred by the company
to obtain such coverage on behalf of the Executive shall not be deemed to be in
lieu of the Executive’s salary and any bonus received pursuant to Sections
3.01, 3.02, 3.03 and 3.04 of this Agreement 


Section 3.07 Vacation.
The Executive shall be entitled to twenty (20) workdays of vacation with pay
during each twelve-month period of employment under this Agreement. The
Executive shall not be entitled to receive any compensation in lieu of such vacation
days, whether or not used during the applicable periods. 


Section 3.08 Holidays.
The Executive shall be entitled to all paid holidays given by the Company to
its Executives. 


Section 3.09 Professional Enrichment.
The Executive shall be granted up to ten (10) days during each twelve-month
period of employment under this Agreement for the purpose of professional
enrichment. Such shall include attendance as a guest and speaker at seminars
and symposiums, and providing consulting and advice to private entities not in
competition with the Company. The Executive shall provide the Company
reasonable notice prior to the Executive’s utilization of a professional
enrichment day. Executive shall be responsible for any expenses related to his
professional enrichment activities, excluding professional enrichment
activities with respect to Company related training or education. The Executive
shall not be entitled to receive any compensation in lieu of such days, whether



5






or not used
during the applicable period. The Executive shall not be entitled to carryover
any professional enrichment days from year to year. Upon the Board’s reasonable
request, Executive shall provide the Board proof of any attendance at
professional enrichment activities or functions. 


Section 3.10 Perquisites.



          (a)
Automobile Expenses. During the term of this Agreement, the Executive
will be entitled to and the Company shall provide a monthly automobile
allowance of Five Hundred Dollars ($500.00) to be applied towards the purchase
or lease of an automobile suitable to the Executive’s position with the
Company. The Company shall reimburse the Executive for all expenses related to
fuel, oil, tolls, maintenance and repairs for any such automobile. 


          (b)
Computer Allowance. During the term of this Agreement, the Executive
will be entitled to be provided, at the Company’s expense, a laptop computer
and home computer of his choice which is suitable to the Executive’s position
and consistent with the forward thinking attitude of the company. Upon any
upgrade or replacement of any computer, Executive shall return to the Company
the computer previously purchased with the allowance. Upon termination of the
Executive, all computers purchased with the allowance shall be returned to the
Company. 


          (c)
Legal Expenses. In the event that the Executive is required to institute
legal proceedings against the Company to enforce this Agreement, or any term or
provision thereof, the Company shall pay, either directly or by reimbursement
to the Executive, all legal fees and costs incurred or expended by the
Executive if the Executive’s action results in a judgment in favor of the
Executive against the Company. The Company shall also reimburse the Executive
for all costs related to negotiation of this Agreement, including legal fees. 


          (c)
Other. The Executive shall be entitled to receive any perquisites
available, or hereafter made available, to senior level executives of the
Company. 


ARTICLE IV

NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION


Section 4.01 Scope and Reasonableness.
The Executive acknowledges that the Company has a present and future
expectation of conducting Operating and generating revenues and that, in his
capacity with the Company, the Executive will have important duties and
responsibilities with respect to the Business. The Executive is being employed
hereunder in a key capacity with the Company, that the Company is engaged in a
highly competitive business, and that the success of the Company’s business in
the marketplace depends upon its goodwill and reputation for quality and
dependability. The Executive further agrees that reasonable limits may be
placed on his ability to compete against the Company as provided herein so as
to protect and preserve the legitimate business interests and goodwill of the
Company. 


6






Section 4.02 Confidentiality and Trade
Secrets.


          (a)
The Executive acknowledges and agrees that his position as an employee of the
Company will afford him a unique opportunity to acquire confidential
information concerning the Company and that the misappropriation or disclosure
of such confidential information would cause irreparable harm to the Company.
The Executive recognizes and agrees that he will have access to certain
confidential information of the Company that is not generally available to the
public and that such information constitutes valuable, special and unique
property of the Company. The Executive acknowledges that such confidential
information includes information concerning the Business and the Company
including, without limitation, financial information concerning the Business or
the Company, the names and addresses of actual and potential customers or
acquisition or investment targets of the Business or the Company, studies of
prospective market areas for the Business, supply sources, products, technical
data, notes, diagrams, drawings, flow charts, ideas, techniques,
specifications, procedures, processes, research, development, and trade secrets
of the Business and the Company (such information whether related to the
Business or the Company being referred to collectively as the “Confidential
Information”). Confidential Information shall not include any information or
documents (i) that are or become publicly available or otherwise known in the
industry without breach of this Section 4.02; or (ii) that the Executive
rightfully receives from any third party which is not breaching an obligation
of confidence with the Company or without an accompanying obligation of
confidence; or (iii) that were known to or by the Executive prior to his
appointment with the Company without breach of this Section 4.02. In the event
that the Executive is requested in any court or governmental proceeding to
disclose any Confidential Information, the Executive shall give the Company
prompt notice of such request such that the Company may seek a protective order
or other appropriate relief and shall cooperate in all respects with the
Company in its efforts in connection therewith. 


          
(b) The Executive will keep confidential and will not, during his employment
and for a period of five (5) years after any termination under this Agreement
(whether by expiration or pursuant to Section 5.01 or otherwise), directly or
indirectly, divulge to anyone, use or otherwise appropriate any of the
Confidential Information for any reason or purpose whatsoever except to
authorize representatives of the Company or when, in the good faith belief of
the Executive, such disclosure is necessary or desirable in the normal course
of the Business in order for the Executive to fulfill his duties and
responsibilities to the Company as set out in Section 2.02. 


          (c)
The Executive acknowledges and agrees that these prohibitions against
disclosure of Confidential Information are in addition to, and not in lieu of,
any rights or remedies which the Company may have available pursuant to the
laws of any jurisdiction or at common law to prevent the disclosure of trade
secrets or proprietary information, and the enforcement by the Company of any
of their rights and remedies pursuant to this Agreement shall not be construed
as a waiver of any other rights or available remedies which they may possess in
law or equity absent this Agreement. 


          (d)
Upon any termination of his employment under this Agreement, the Executive
shall surrender to the Company all documents and materials in his possession,
custody or control embodying the Confidential Information or any part thereof. 


Section 4.03 Proprietary Material.


          (a)
The Executive hereby assigns and agrees to assign to the Company all of the
Executive’s right, title and interest in and to all information, inventions,
discoveries, products, systems, computer or other apparatus programs and
related documentation, including improvements or modifications thereto which
are directly used or could be used in the Business of the Company, (hereinafter
each designated as “Intellectual Property”), whether or not patentable,
copyrightable or subject to other forms of protection, 


7






made, created,
developed, written or conceived by the Executive during the term of Executive’s
employment with the Company, whether during or outside regular working hours,
either solely or jointly with another person or entity, in whole or in part.
Excepted is any material developed in the course of the Executive’s work with
the entities listed at Schedule A. 


          (b)
The Executive acknowledges that the Intellectual Property constitutes the
exclusive property of the Company and that any copyrights, patents, trademarks
or trade secret rights in the Intellectual Property belong to the Company by
operation of law. Such Intellectual Property shall constitute work for hire. 


          (c)
The Executive shall, without charge to the Company, but at the Company’s
expense, execute a specific assignment of title to the Company and do anything
else reasonably necessary or desirable to enable the Company to secure a
patent, copyright, trademark, or other form of protection for or otherwise
exploit any Intellectual Property anywhere in the world. 


Section 4.04 Covenant Not to Compete.


          (a)
                During the period ending
on the twelve (12) month anniversary of the Company’s termination of the
Executive’s employment for Cause or the Executive’s termination of the Company
without Cause, the Executive will not directly or indirectly: 


                    (i)
Excepting those entities listed at Schedule “A,” engage in, become affiliated
with, or become interested in any business that is engaged in a Competing Business,
either alone or with any individual, partnership, corporation, or association
in any capacity. For these purposes, “to engage,” “become affiliated with” or
“become interested in” shall mean either (1) acting in a management or
oversight capacity as an officer, director, agent, representative, consultant,
independent contractor or employee of any entity or enterprise which is engaged
in a Competing Business; (2) participating in any material management or
oversight role in any such business which is engaged in a Competing Business as
an owner, partner, limited partner, joint venturer, creditor, or stockholder
(except as a stockholder owning not greater than a five percent (5%) interest
in a corporation whose shares are actively traded on a national securities
exchange or in the over-the-counter market); or (3) communicating to any such
business, which is engaged in a Competing Business, the names or addresses or
any other information concerning any past, present, or identified prospective
client, customer, joint venture partner, supplier or acquisition or investment
targets of the Company, provided that this provision shall not apply to any
information that is not “Confidential Information,” as such term is defined in
Section 4.02(a) of this Agreement; 


                    (ii)
cause, induce, or encourage any employee of the Company to leave the employ of
the Company, or any independent contractor to terminate any independent
contractor relationship with the Company; 


                    (iii)
cause, induce, or encourage any former employee of the Company to become
employed by a business which is engaged in a Competing Business; or 


                    (iv)
employ or seek to employ any person who is at that time employed with the
Company. 


          (b)
If the covenant not to compete provided for herein is found by any court having
jurisdiction to be too broad or too restrictive, then the covenant not to
compete shall nevertheless remain effective, but shall be considered amended to
a point considered by said court as reasonable and, as so amended, shall be
fully enforceable. 


8






Section 4.05 Non-Solicitation and
Non-Interference. During the period ending on the
twelve month (12) anniversary of the termination of the Executive’s employment
with the Company (whether such termination is by the Company or by the
Executive), the Executive will not in any way, directly or indirectly, for
himself or on behalf of or in conjunction with any other person, partnership,
firm, association, or corporation: 


                    (i)
Solicit or divert away or attempt to solicit or divert any client or customer
served or solicited by the Company within the six (6) month period prior to the
Executive’s termination or any potential customer of the Company if such
potential customer’s business had been actively solicited by the Company within
the six (6) month period prior to the Executive’s termination; 


                    (ii)
Interfere with or attempt to interfere with negotiations between the Company
and any acquisition or investment target of the Company; or 


                    (iii)
Solicit or attempt to solicit any acquisition or investment target which the
Company have been in negotiations with during the six (6) month period prior to
the Executive’s termination with the Company. 


Section 4.06 Remedies.
The Executive acknowledges that any violation of this Article IV will cause
irreparable harm to the Company and that damages are not an adequate remedy.
The Executive therefore agrees that the Company shall be entitled to seek an
injunction enjoining, prohibiting and restraining the Executive from the
continuance of any such violation, in addition to any monetary damages which
might occur by reason of a violation of this Agreement or any other remedies at
law or in equity, including without limitation specific performance, and that
in any such action the Executive will not raise as a defense the argument that
an adequate remedy for such breach exists at law. 


Section 4.07 Independent.
The covenants set forth in the foregoing Sections of this Article IV are and
shall be deemed and construed as separate and independent covenants. Should any
part or provision of such covenants be held invalid, void or unenforceable in
any court of competent jurisdiction, such invalidity, voidness or
unenforceability shall not render invalid, void or unenforceable any other part
or provision thereof. Specifically, and without limiting the generality of the
foregoing, if any portion of Sections 4.01, 4.02, 4.03, 4.04 or 4.05 is found
to be invalid by a court of competent jurisdiction because its duration, the
Territory and/or the Business are invalid or unreasonable in scope, such
duration, Territory and/or Business, as the case may be, shall be redefined by
consideration of the reasonable concerns and needs of the Company such that the
intent of the Company and the Executive, in agreeing to Sections 4.01, 4.02,
4.03, 4.04, 4.05 and 4.06, will not be impaired and shall be enforceable to the
fullest extent of the applicable laws. 


ARTICLE V

TERMINATION


5.01 Termination.
The Executive’s employment by the Company hereunder may be terminated under the
following conditions: 


          (a)
Death. The Executive’s employment hereunder shall terminate immediately
upon his death, without notice. The effective date of any such termination
shall be the date of the Executive’s death. The Company shall pay to the
Executive’s designated beneficiary, or if he leaves no designated beneficiary
to his estate, any salary which has been earned but is unpaid and any unreimbursed
expenses or other unpaid benefits due the Executive hereunder at the time of
his death. The Company shall also pay 


9








Severance
Compensation and provide Severance Benefits as defined in Section 5.02
hereunder for the Executive’s family or designated beneficiary. 


          (b)
Disability. In the case of Disability of the Executive, the Company may
terminate the Executive’s employment pursuant to this Agreement by giving
written notice to the Executive (or his personal or legal representative, as
the case may be) specifying such Disability. The effective date of any such
termination shall be that specified in such notice. Upon termination of the
Executive for Disability, the Executive shall receive the Severance
Compensation and shall be entitled to the Severance Benefits as defined in
Section 5.02 hereunder. 


          (c)
Termination for Cause by Company. In the event the Executive is
terminated for Cause as defined in Section 1.01(a) herein, the Company may at
any time without notice terminate the Executive’s employment hereunder, and the
Executive shall have no right to receive any salary, or benefits of any kind
whatsoever, except those benefits which are vested or otherwise owned by the
Executive, on and after such date of termination. The Executive shall not
receive any bonus compensation, pursuant to Section 3.02 of this Agreement, for
the year of termination if such termination is by the Company for Cause. 


          (d)
Termination Without Cause by Company. The Company may at any time, upon
ninety (90) days written notice issued in accordance with Section 6.07
hereunder which establishes the date of termination of this Agreement,
terminate the Executive’s employment under this Agreement without Cause. The
issuance of a notice of termination is a condition precedent to the termination
of the employment relationship without Cause by the Company, and the Company
shall not issue such a notice of termination unless the issuance of such notice
and the contents of such notice are approved by the affirmative vote of a
majority of the Company’s Board. Upon termination without cause by the Company,
the Executive is entitled to receive from the Company any earned but unpaid
salary as well as receive from the Company any unreimbursed expenses or other
unpaid benefits owed as of the date of termination. Further, in the event of a
termination without cause by the Company, the Executive is entitled to the
Severance Compensation and Severance Benefits as defined in Section 5.02
hereunder. During the ninety (90) day notice period, or any such abbreviated
period, the Executive shall continue to faithfully and diligently perform all
duties assigned to him by the Board. 


          (e)
Termination Without Cause by the Executive. The Executive may terminate
this Agreement without specific Cause or reason upon ninety (90) days written
notice to the Company. The Company may at any time, in its sole discretion,
shorten or eliminate the ninety (90) day notice period by written notice to the
Executive. The Executive shall receive no further salary, other than amounts
earned but unpaid, nor benefits of any kind, other than amounts to which the
Executive is entitled to reimbursement and those benefits which are vested or
otherwise owned by the Executive, following the ninety (90) day notice period,
or such abbreviated period to the extent it is shortened or eliminated by the
Company as provided above. The Executive shall not be entitled to bonus
compensation, pursuant to Section 3.02 of this Agreement, for the year of
termination if such termination is by the Executive without Cause. During the
ninety (90) day notice period, or any such abbreviated period, the Executive
shall continue to faithfully and diligently perform all duties assigned to him
by the Board. 


          (f)
Termination for Cause by the Executive. The Executive may terminate this
Agreement upon ninety (90) days written notice to the Company for Cause. Upon
termination at the conclusion of the ninety (90) day period, the Executive is
entitled to receive from the Company any earned but unpaid salary and any
unreimbursed expenses or other unpaid benefits owed as of the date of
termination. The Company may shorten or eliminate the ninety (90) day notice
period by providing written notice to the Executive. Further, the Executive
shall be entitled to the Severance Compensation and Severance Benefits as
defined in Section 5.02 hereunder. An election by the Executive to terminate
this Agreement for Cause 


10






shall not be
deemed a voluntary termination of employment by the Executive for the purpose
of this Agreement or any plan or practice of the Company. 


Section 5.02 Severance Compensation and Severance
Benefits. 


          (a)
Pursuant to this Agreement, “Severance Compensation” shall mean, within ten
(10) calendar days of the date of termination (the Executive’s last day of
employment with the Company): 


                    (i)
a single cash payment in an amount equal to three times the Executive’s prior
year’s annual salary or four hundred thousand ($400,000) dollars, whichever is
greater; 


                    (ii)
payment for accrued and unused vacation for the year of termination; and 


                    (iii)
payment of the Executive’s prorated bonus compensation, if any, pursuant to
Section 3.02 of this Agreement, for the year of termination in accordance with
the ordinary payment procedures. 


          (b)
Pursuant to this Agreement, “Severance Benefits” shall mean: 


                    (i)
to the extent that the Executive is insurable, the Company shall reimburse the
Executive the cost of COBRA benefits, including dental but, other than long
term disability coverage, for the Executive and his family for a period of
eighteen (18) months following the date of termination, subject to any
limitation on the provision of such benefits established by then existing law;
provided, however, that if the Company is not able to provide coverage under COBRA
for any reason, including, without limitation, that the Executive is deemed
uninsurable, the Company shall make a lump sum cash payment to the Executive in
an amount equal to the Company’s cost for such COBRA benefits over such
eighteen (18) month period if such benefits had been available for the
Executive and his family. 


                    (ii)
The Company shall pay the premiums for Executive’s group life insurance policy
for a period of eighteen (18) months following the date of termination to the extent
and as permitted under the terms of such policies; provided, however, that if
Company is not able to offer such coverage for any reason, including, without
limitation, that the Executive is deemed uninsurable, the Company shall make a
lump sum cash payment to the Executive in an amount equal to the premium
payments that would have otherwise been payable under such policies for
Executive for such eighteen (18) month period; 


          (iii)
Executive shall have the right to convert any other Company sponsored benefit
plan to the extent provided for by the terms of such plan, but the Company
shall have no obligation to make payments in connection with any such
conversion. 


ARTICLE VI 

MISCELLANEOUS


6.01 Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of
the State of New Jersey. 


6.02 Entire Agreement. This
Agreement contains the entire agreement between the Parties with respect to the
Executive’s employment with the Company and supercedes all prior and contemporaneous,
written, oral, express and implied communications, agreements, and
understandings between the Parties relating to the same subject matter,
including any prior employment agreement between the Executive and Company or
any of its affiliates or subsidiaries. In the event that any term, or condition
or provision of this Agreement varies from, or is in any way dissimilar to or a
conflict with, any term, condition or 


11






provision of
any of the Company’s benefit plans or any other agreement between the Parties,
the terms, conditions and provisions of this Agreement will control. 


6.03 Amendments.
This Agreement cannot be amended, changed, or supplemented except in writing
signed by the parties or their duly authorized agents or attorneys in fact. 


6.04 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties
and their respective heirs, executors, administrators, successors, and
permitted assigns. 


6.05 Assignment.
This Agreement is nonassignable except that the Company’s rights, duties, and
obligations under this Agreement may be assigned and delegated to any
subsidiary or affiliate of the Company or to the acquiror of the Company in the
event the Company is merged, acquired, sells substantially all of its interest
in its assets or the Business or transfers its interest in the Business to any
other entity. 


6.06 Severability.
If any one or more of the provisions of this Agreement shall be determined to
be invalid, illegal, or unenforceable in any respect for any reason, the
validity, legality, and enforceability of any such provision in every other
respect and the remaining provisions of this Agreement shall not in any way be
impaired. 


6.07 Notices.
All notices, requests, demands, and other communications under or in connection
with this Agreement shall be in writing, shall be sent by registered or
certified mail return receipt requested, and shall be deemed to have been given
or made when received at the following offices: 


	
 

	
 

	
 

	
 

	
 


	
 

	
If to the
 Company:

	
 

	
VISUAL
 MANAGEMENT SYSTEMS HOLDING, Inc.


	
 

	
 

	
 

	
1000
 Industrial Way North, Unit C


	
 

	
 

	
 

	
Toms River,
 NJ 08755; and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Philip D.
 Forlenza, Esq.


	
 

	
 

	
 

	
Giordano,
 Halleran & Ciesla, P.C.


	
 

	
 

	
 

	
125 Half
 Mile Road, P.O. Box 190


	
 

	
 

	
 

	
Middletown,
 New Jersey 07748.


	
 

	
 

	
 

	
 


	
 

	
If to the
 Executive:

	
 

	
Kevin
 Sangirardi


	
 

	
 

	
 

	
6 Kental
 Lane


	
 

	
 

	
 

	
Nesconset,
 New York 11767;


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	 

	
 





The above
addresses may be changed by written notice given as above provided. 


6.08 Consent to Jurisdiction.
The Company and the Executive, by its or his execution hereof, (i) hereby
irrevocably submits to the exclusive jurisdiction of the state and Federal
courts located within the State of New Jersey for the purpose of any claim or
action arising out of or based upon this Agreement or relating to the subject
matter hereof, (ii) hereby waives, to the extent not prohibited by applicable
law, and agrees not to assert by way of motion, as a defense or otherwise, in
any such claim or action, any claim that is not subject personally to the jurisdiction
of the above-named courts, that its or his property is exempt or immune from
attachment or execution, that any such proceeding brought in the above-named 


12






court is
improper, or that this Agreement or the subject matter hereof may not be enforced
in or by such court, and (iii) hereby agrees not to commence any claim or
action arising out of or based upon this Agreement or relating to the subject
matter hereof other than before the above-named courts nor to make any motion
or take any other action seeking or intending to cause the transfer or removal
of any such claim or action to any court other than the above-named courts
whether on the grounds of inconvenient forum or otherwise. Each of the Company
and the Executive hereby consents to service of process in any such proceeding
in any manner permitted by New Jersey law, and agrees that service of process
by registered or certified mail, return receipt requested, at its address
specified pursuant to Section 6.07 hereof is reasonably calculated to give
actual notice. 


6.09 Counterparts.
This Agreement may be executed in two or more counterparts, each of which will
take effect as an original and all of which will evidence one and the same
agreement. 


6.10 Pronouns.  All pronouns used herein shall be deemed
to refer to the masculine, feminine, or neuter gender as the context requires. 


{signature page follows}


13






IN WITNESS
WHEREOF the parties have executed this Agreement as an instrument under SEAL as
of the date first appearing above. 


	
 

	
 

	
 

	
 


	
ATTEST:

	
 

	
VISUAL MANAGEMENT SYSTEMS, INC.


	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	 

	
 

	
 

	 


	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
 

	
 


	
 


	
 

	
 

	
 

	
 


	 

	
 

	 


	
 

	
 

	
 

	
KEVIN SANGIRARDI





{Signature Page for Executive Employment
Agreement}


14






     SCHEDULE A:
LIST OF ENTITIES IN WHICH EXECUTIVE PARTICIPATES


	
 

	
 

	
 


	
Entity

	
Executive’s Capacity with Entity

	
Description of Services


	





	
 

	
 


	





	
 

	
 


	





	
 

	
 


	





	
 

	
 


	





	
 

	
 





15






SCHEDULE B: BASE SALARY AND SALARY INCREASES


	
 

	
 


	
1. Kevin
 Sangirardi (“Executive”) shall receive a base salary of One Hundred Forty
 Four Thousand Dollars ($144,000.00). 


	
 

	
 


	
2.

	
The
 Executive shall receive salary increases as follows: 


	
 

	
 


	
-

	
Upon
 reaching annual gross sales equal to or in excess of ten million dollars
 ($10,000,000.00), Executive’s Salary shall increase to $158,400.00. 


	
 

	
 


	
-

	
Upon
 reaching annual gross sales equal to or in excess of twenty million dollars
 ($20,000,000.00), Executive’s Salary shall increase to $174,240.00. 


	
 

	
 


	
3. Upon
 achieving annual gross sales equal to or in excess of twenty-five million
 dollars ($25,000,000) during any calendar year, Executive’s salary will
 increase to $195,000 and annually, thereafter, by at least ten percent (10%)
 or as otherwise determined appropriate during the term of this Agreement by
 the Board or the Compensation Committee of the Board, if any, in its sole and
 absolute discretion pursuant to Section 3.02 of this Agreement. 


	
 

	
 


	
4. The
 Executive’s salary may be increased otherwise during the term of this
 Agreement by the Board or the Compensation Committee of the Board, if any, in
 its sole and absolute discretion pursuant to Section 3.02 of this Agreement. 


	
 

	
 


	
5. Bonuses
 may be distributed for achievement of revenue targets as set forth in Section
 3.04 of this Agreement, the Executive shall be entitled to receive a bonus as
 set forth in the table below: 








	
 

	
 

	
 


	
Revenue Plateau

	
Bonus Amount

	
Payable As


	
1.25mm

 Net annual

 revenue

	
$25,000

	
One
 time cash bonus within 10 business days of the month where the plateau is
 exceeded.


	
2.50mm

 Net annual

 revenue

	
$25,000

	
One
 time cash bonus within 10 business days of the month where the plateau is
 exceeded.


	
5.00mm

 Net annual

 revenue

	
$25,000

	
Payable
 in two equal parts, the first being a one-time cash bonus due within 10
 business days of the transaction’s closing, the second part being the
 cashless exercise and redemption of options for the equivalent amount of
 shares of the common stock of the company on the next exercise date.


	
7.500mm

 Net annual

 revenue

	
$37,500


	
 


	
 


	
10.00mm

 Net annual

 revenue

	
$50,000


	
 


	
 





::ODMA\PCDOCS\GHCDOCS\608324\1 


16