EXHIBIT 10.7


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 Caroline Gonzalez (the
“Executive”), an individual residing at 600
Monroe Avenue, Whiting, New Jersey 08759. Company and Executive are
collectively referred to herein as the “Parties” and individually as a “Party”.


WITNESSETH:


          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 the operations of
the Company planning, developing, deploying, selling and maintaining digital
surveillance systems, and additional prior experience in public and private
education and management with profit and loss responsibilities and oversight of
multi-location, franchise operations; and


          WHEREAS,
the Company desires to provide for the employment of the Executive as President and Chief Information 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 President and Chief Information 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:


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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 President, and/or Chief Information Officer
during the term of this Agreement;


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


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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 President and/or Chief
Information Officer, with such powers, duties, and responsibilities
consistent with the position of President
and/or Chief Information 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 operations. The Executive
shall report directly to the Company’s Chief Executive Officer.


          (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.


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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 Board or the Compensation Committee of the Board, if any, in its
sole and absolute discretion, may increase the Executive’s salary otherwise
during the term of this Agreement.


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 will, 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 be entitled to carry
forward up to twenty (20) unused vacation days from one twelve-month period for
use during the immediately succeeding twelve-month period in addition to the
twenty (20) vacation days provided for such period pursuant to the preceding
sentence. 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 twenty (20) 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 


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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 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 Six Hundred Dollars ($600.00) 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)
Fitness Club Membership During the term of this Agreement, the
Executive will be entitled to join a health club of his choice and be
reimbursed for facilities fees and the expense of engaging a personal physical
trainer.  


          (d)
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.  


          (e)
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 operations 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.


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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, 


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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.


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Section 4.05 Non-Solicitation
and Non-Interference. During the period ending on the twelve (12) month
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 


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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 five times the Executive’s prior
year’s annual salary or one million ($1,000,000) 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:

	
Caroline Gonzalez


	
 

	
 

	
600 Monroe Avenue


	
 

	
 

	
Whiting, New Jersey
 08755; 


	
 

	
 

	
 


	
 

	
 

	
David J. Puma, Esq.


	
 

	
 

	
Telsey & Puma,
 P.A.


	
 

	
 

	
107 W. Broadway


	
 

	
 

	
Salem, NJ 08079-1316





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:

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	 

	
 

	 

	
 


	
 

	
 

	
     CAROLINE GONZALEZ





{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


	 
	
 

	 
	
 

	 

	


 Gonzalez Family

 Limited Partnership

	
 

	


 General Partner

	
 

	


 Family Trust and Investment Management


	 
	
 

	 
	
 

	 

	 
	
 

	 
	
 

	 

	 
	
 

	 
	
 

	 

	 
	
 

	 
	
 

	 

	 
	
 

	 
	
 

	 




15






SCHEDULE
B: BASE SALARY AND SALARY INCREASES


1. Caroline Gonzalez
(“Executive”) shall receive a base salary of One Hundred Fifty Thousand Dollars
($150,000.00).


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
 $165,000.00.


	
 

	
 


	
-

	
Upon reaching annual gross sales equal to or in excess of
 twenty million dollars ($20,000,000.00), Executive’s Salary shall increase to
 $181,500.00.





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 $200,000 and annually,
thereafter, by at lease 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 shall be
named in the Company’s Directors and Officers Insurance Policy at no cost to
the Executive for an amount of coverage deemed appropriate by the Board and any
relevant regulatory agencies, authorities, or generally accepted policies for
such coverage. 


5. 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.


6. 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

	
 





16