EMPLOYMENT AGREEMENT

          AGREEMENT,made as of the 17th day of January 2007, by and between Systemax Inc. (the“Company” or “Systemax”) and Lawrence P. Reinhold (the“Employee”). 

RECITALS

          TheCompany wishes to employ the Employee upon the terms and conditions set forth in thisAgreement. 

          TheEmployee is willing to make his services available to the Company on the terms andconditions hereinafter set forth. 

          NOW,THEREFORE, it is mutually agreed as follows: 

          1.            Employment. 

          (a)            Employment; Title. The Company hereby agrees to employ the          Employee, as Executive Vice President and Chief Financial Officer of the          Company, and the Employee hereby accepts such employment, effective on the date          hereof, on the terms and conditions set forth herein. 

          (b).            Term. The term of employment of the Employee by the Company under this          Agreement shall commence on January 17, 2007 and shall continue until terminated          as provided in Section 3 hereof (the “Employment Period”). 

          (c)            Duties. The Employee shall have general responsibility for managing the          financial affairs of the Company, subject to the authority and direction of the          Chief Executive Officer and the Board of Directors, and such other duties as may          be determined by the Board of Directors of the Company consistent with the          duties stated herein. The Employee shall perform his duties primarily at the          Company’s offices located in Port Washington, New York subject to travel          and other duties outside of such location consistent with the Company’s          business as the CEO shall reasonably determine. In performing his duties, the          Employee shall report to the Chief Executive Officer and Board of Directors and          shall be subject to the direction of the Chief Executive Officer and Board of          Directors of the Company. The Employee shall devote his full working time,          attention and skill to the business and affairs of the Company and shall use his          best efforts to advance the best interests of the Company. Nothing in this          Agreement shall be construed to prohibit the Employee from serving on the board          of directors of any not-for profit or other corporation provided that (a) such          service does not create an actual or apparent conflict of interest with the          business of the Company, (b) such service is approved by the Board of Directors          of the Company, and (c) such service does not conflict with any applicable          federal or state law, regulation or NYSE rule. 

          2.            Compensation. 

          (a) Base Salary and Bonus. For the performance of all duties,responsibilities and services by the Employee hereunder during the EmploymentPeriod, the Company shall pay to the Employee, and the Employee agrees toaccept, a base salary (the “Base Salary”) at an annual rate of FourHundred Thousand Dollars ($400,000), payable in accordance with theCompany’s normal payroll practices. In addition, the Employee shall beeligible to earn a bonus during each year of the Employment Period in an amountto be determined by the Company, in its sole discretion, which is expected to beat least equal to fifty percent (50%) of the Employee’s Base Salaryassuming the Employee meets the performance objectives (including Companyfinancial performance objectives) established for him by the Company (the“Bonus”). The Bonus, if earned, shall be paid by the Company toEmployee within 75 days following the end of each calendar year during theEmployment Period. The Employee’s Base Salary and Bonus will be reviewedannually by the Company and may be increased in the discretion of the Company.

          (b)          Participation in Benefit Plans. The Employee shall be entitled to          participate in and receive benefits under all medical plans or other employee          insurance or benefit plans and arrangements that are made available to executive          employees of the Company and on the terms that such plans, insurance and          arrangements are made available to executive employees of the Company. To the          extent that any such plan or arrangement generally permits the participation or          coverage of dependents of the employees of the Company, the Employee’s          dependents may participate in or be covered under such plan or program.          Notwithstanding the foregoing, the Employee’s coverage under the          Company’s medical and dental plans shall become effective immediately upon          the date hereof.

          (c)          Expenses. During the Employment Period (except as limited by Section 2(f)          and Section 2(g)) the Employee shall be entitled to receive reimbursement for          all ordinary and necessary business expenses reasonably incurred by him in          accordance with industry custom in performing services hereunder, provided that          the Employee provides the Company with written documentation, satisfactory to          the Company, evidencing such expenses. 

          (d)          Vacations and Holidays. The Employee shall be entitled to four (4) weeks          of paid vacation in each calendar year. At no time, however, shall Employee take          more than two (2) weeks of vacation consecutively. The Employee shall have the          holidays and sick days as determined by the Company’s policies in effect on          the date hereof and as amended 

          (e)          Options. Upon execution of this Agreement, subject to approval by the          Compensation Committee of the Company’s Board of Directors (the          “Compensation Committee”), the Employee shall receive an option to          purchase 100,000 shares of the Company’s common stock (in accordance with          the Company’s 1999 Long Term Stock Incentive Plan) (a) exercisable at an          exercise price per share equal to the market value on the date of grant, (b)          vesting over a period of four years beginning one year from the date of grant at          the rate of 25% per year and (c) containing such other terms and conditions as          may be set forth in the Company’s standard stock option agreement for          executive employees. Any subsequent option grants to the Employee will be          considered annually and determined by the Company in its sole discretion,          subject to approval by the Compensation Committee. 

          (f)          Car Allowance. During the Employment Period the Employee shall receive a          car allowance of up to twelve hundred dollars ($1200) per month to cover the          Employee’s automobile expenses including any car lease or loan payment,          insurance, maintenance, repairs, registration fees, etc. Alternatively, the          Employee may elect to drive an automobile leased by the Company (the make and          model of which shall be similar to those leased for the Company’s other          executive employees as determined by the Company in its reasonable discretion)          in which case the insurance, repair and maintenance costs shall be paid by the          Company. 

          (g)          Relocation Allowance. For a period of six weeks following the          Employee’s commencement of employment, the Company shall provide temporary          housing for the Employee in the vicinity of the Company’s Port Washington,          New York office, and shall pay the travel expenses of the Employee for weekly          roundtrip travel between his home in Clarence, New York and Port Washington, New          York. In addition the Company shall reimburse the Employee for his actual          expenses incurred in connection with the Employee’s relocation of his          primary residence in an amount not to exceed $75,000 in the aggregate. 

          3.          Termination of Employment. The Employee’s employment under this          Agreement may be terminated under any of the circumstances set forth in this          Section 3. Upon termination, the Employee (or his beneficiary or estate, as the          case may be) shall be entitled to receive the compensation and benefits          described in Section 4 below. 

          (a)          Death. The Employee’s employment hereunder shall terminate upon his          death. 

          (b)          Termination Resulting from Total Disability. The Company may terminate          the Employee’s employment upon his becoming “Totally Disabled”          and thereafter providing Notice of Termination. For purposes of this Agreement,          the Employee shall be “Totally Disabled” if the Employee is physically          or mentally incapacitated so as to render the Employee incapable of performing          the essential functions of his position under this Agreement with or without          reasonable accommodation for a period of three (3) consecutive months or for an          aggregate of ninety (90) days within any consecutive six month period. The          Employee’s receipt of disability benefits under the Company’s          long-term disability plan, if any, or receipt of Social Security disability          benefits shall be deemed conclusive evidence of Total Disability for purpose of          this Agreement; provided, however, that in the absence of the Employee’s          receipt of such long-term disability benefits or Social Security benefits, the          Board of Directors may, in its reasonable discretion (but based upon appropriate          medical evidence), determine that the Employee is Totally Disabled. 

          (c)          Cause. The Company may terminate the Employee’s employment at any          time for “Cause”.. For the purposes of this Agreement, the Company          shall have “Cause” to terminate the Employee’s employment          hereunder upon (i) the continued failure by the Employee, for a period of          fifteen (15) days after receipt of notice to comply with any policies of the          Company or any directions of the Board of Directors consistent with the          Employee’s duties hereunder (including the Employee’s responsibility          to devote his full working time and attention to the business of the Company),          other than any such failure resulting from the Employee’s incapacity due to          disability, or (ii) the conviction of the Employee of a felony (or a plea of          nolo contendere with respect thereto) or other conviction or judgment against          the Employee involving the Employee’s dishonest or illegal actions, (iii)          the Employee’s gross negligence or willful misconduct or breach of any of          the material terms or conditions of this Agreement coupled, in the case of such          breach, with the failure to cure the same within fifteen days after the receipt          of notice thereof, (iv) Employee engaging in an act of theft, fraud or          dishonesty, involving the Company, or (v) the Employee making any false,          disparaging or malicious statement, oral or written, about the Company or its          subsidiaries (collectively the “Systemax Companies”) or any director,          officer or employee of the of the Systemax Companies which is injurious to the          business or operations of any of the Systemax Companies, or which may in any          material respect interferes with the goodwill of any of the Systemax Companies          or its relations with customers or suppliers. 

          (d)          Voluntary Resignation; Resignation for Good Reason. The Employee may          terminate his employment (i.e. voluntarily resign) by providing the Company with          Notice of Termination. If the Employee terminates his employment for “Good          Reason” (as defined below) such termination shall be treated as a          termination of the Employee’s employment by the Company without          “Cause” and the Employee shall be entitled to receive compensation          upon termination in accordance with Section 4(e) hereof. 

          Forpurposes of this Agreement, “Good Reason” shall mean the assignment to theEmployee of duties substantially inconsistent in any material respect with theEmployee’s position, authority, duties or responsibilities as contemplated by thisAgreement (except as may otherwise be required by law or applicable regulation of anyself-regulatory organization such as The New York Stock Exchange), or any other action bythe Company which results in a material diminution in the Employee’s compensation,position (including job title), authority, duties or responsibilities, excluding for thispurpose any action not taken in bad faith and which is remedied (to the extent remediable)by the Company promptly after receipt of notice thereof given by the Employee. Atermination by the Employee shall not be deemed for Good Reason unless the Employee hasnotified the Company in writing of his intention to terminate for Good Reason within 30days of the date on which the Employee learns that the event causing the alleged GoodReason has occurred and the Company fails to remedy such Good Reason within 15 daysfollowing the receipt of such notice. Any termination by the Employee for Good Reason hasto be made promptly (and in any case within one month) after the end of the 15-day periodwithin which the Company may remedy the events giving rise to the right to terminate forGood Reason. 

          (e)          Without Cause. The Company may terminate the Employee without          “Cause” at any time after providing Notice of Termination. 

          (f)          Notice of Termination. Any termination of Employee’s employment by          the Company or by Employee (other by reason of Employee’s death) shall be          communicated by written Notice of Termination to the other party in accordance          with Section 10 below. For purposes of this Agreement, a “Notice of          Termination” shall mean a notice in writing which shall indicate the          applicable specific termination provision in this Agreement relied upon to          terminate Employee’s employment and shall set forth in reasonable detail          the facts and circumstances claimed to provide a basis for termination of the          Employee’s employment under the provision so indicated. 

          (g)          Date of Termination. The effective date of Employee’s termination of          employment (“Date of Termination”) shall be: 

                        (i)          in the event of his death, the date of death; 

                        (ii)          in the event of termination for Total Disability, thirty (30) days after Notice          of Termination is given (provided that Employee shall not have returned to the          performance of his duties on a full-time basis during such 30-day period); 

                        (iii)          in the event of termination for Cause , the date specified in the Notice of          Termination; 

                        (iv)          in the event of termination without Cause, the last day of the fifteen (15) day          period beginning on the date on which written Notice of Termination is given, or          such earlier date as may be mutually agreed by the parties. 

                        (v)          in the event of resignation by the Employee (other than for Good Reason), the          last day of the thirty (30) period beginning on the date on which written Notice          of Termination is given, or such earlier date as may be mutually agreed by the          parties. 

                        (vi)          in the event of the Employee’s resignation for Good Reason, the date of          termination shall be the effective date of Employee’s termination of          employment in accordance with Section 3 (d) hereof. 

          4.Compensation Following Termination of Employment

          (a)          Total Disability. If the Employee’s employment is terminated          pursuant to Section 3(b) as a result of the Employee’s Total Disability,          the Company shall pay to the Employee the applicable portion of his Base Salary          due through the Date of Termination at the rate in effect at the time Notice of          Termination is given, and following such payment have no further obligation          (relating to the Employee’s status as an employee) to the Employee under          this Agreement; provided, however, that the foregoing shall have no effect upon          any benefits due the Employee under any disability or medical plan or other          employee benefit plan or arrangement of the Company then in effect and provided          further that any stock option held by the Employee shall continue to be          exercisable in accordance with its terms. In addition, the Company shall pay to          the Employee that portion of the Bonus, on the date set forth herein, that is          equal to the number of days the Employee was employed by the Company (based on          the Date of Termination), in the year that such termination occurred, divided by          365 and multiplying the result thereof by the Bonus otherwise payable through          the end of the year in which such termination occurred (or based on the average          Bonus paid to the Employee for the Employee’s two prior years of employment          if the Employee has been employed two or more years), as if such termination had          not occurred. 

          (b)          Death. If the Employee’s employment shall be terminated by reason of          his death, the Company shall pay to such person as the Employee shall have          previously designated, in a notice filed with the Company, or, if no such person          shall have been designated, to his estate, the applicable portion of his Base          Salary due through the applicable Date of Termination at the rate in effect on          the date of death and, following such payments, the Company shall have no          further obligations (relating to the Employee’s status as an employee) to          such designated person or the Employee’s estate, as the case may be, under          this Agreement provided, however, that the foregoing shall have no effect upon          any benefits due the Employee under any disability or medical plan or other          employee benefit plan or arrangement of the Company then in effect and provided          further that any stock option held by the Employee shall continue to be          exercisable in accordance with its terms. In addition, the Company shall pay to          such designated person or the estate that portion of the Bonus, on the date set          forth herein, that is equal to the number of days the Employee was employed by          the Company (based on the Date of Termination), in the year that such          termination occurred, divided by 365 and multiplying the result thereof by the          Bonus otherwise payable through the end of the year in which such termination          occurred (or based on the average Bonus paid to the Employee for the          Employee’s two prior years of employment if the Employee has been employed          two or more years), as if such termination had not occurred. 

          (c)          Cause. If the Employee’s employment shall be terminated pursuant to          Section 3(c), the Company shall pay the Employee the applicable portion of his          Base Salary due through the applicable Date of Termination at the rate in effect          at the time Notice of Termination is given and, following such payments, the          Company shall have no further obligation (relating to the Employee’s status          as an employee) to the Employee under this Agreement provided, however, that the          foregoing shall have no effect upon any benefits due the Employee under any          disability or medical plan or other employee benefit plan or arrangement of the          Company then in effect and provided further that any stock option held by the          Employee shall continue to be exercisable in accordance with its terms. 

          (d)          Voluntary Resignation. If the Employee voluntarily resigns pursuant to          Section 3(d) (except for Good Reason) the Company shall pay Employee the          applicable portion of his Base Salary due through the applicable Date of          Termination at the rate in effect at the time Notice of Termination is given to          the Company and, following such payments, the Company shall have no further          obligation relating to the Employee’s status as an employee to the Employee          under this Agreement; provided, however, that the foregoing shall have no effect          upon any benefits due the Employee under any disability or medical plan or other          employee benefit plan or arrangement of the Company then in effect and provided          further that any stock option held by the Employee shall continue to be          exercisable in accordance with its terms. 

          (e)          Without Cause; For Good Reason. If the Employee’s employment shall          be terminated without “Cause” pursuant to Section 3(e) or for          “Good Reason” pursuant to Section 3(d), the Company shall pay the          Employee the following compensation: 

          (i)          The Company shall pay the Employee the applicable portion of his Base Salary due          through the applicable Date of Termination at the rate in effect at the time          Notice of Termination is given; 

          (ii)          The Company shall pay the Employee, as severance pay his Base Salary in effect          at the time Notice of Termination is given for a period of twelve (12) months          (the “Severance Period”) following the applicable Date of Termination; 

          (iii)          (A) If the Employee has been employed by the Company for less than two years          through the Date of Termination the Company shall pay to the Employee a          pro-rated bonus that is equal to the sum of the number of days the Employee was          employed by the Company in the year that such termination occurred, divided by          365 and multiplying the result thereof by 50% of the Employee’s Base Salary          then in effect. 

                        (B)          If the Employee has been employed by the Company for two years or more through          the Date of Termination the Company shall pay to the Employee the Bonus that          would otherwise be payable at the end of the year in which such termination          occurred, based on the average Bonus paid to the Employee for the          Employee’s two prior years of employment. 

          (iv)          During the Severance Period the Company shall reimburse the Employee for any          COBRA payments the Employee may be required to make in order to maintain the          medical and dental benefits he received as an employee of the Company. 

          Followingsuch payments, the Company shall have no further obligation (relating to theEmployee’s status as an employee) to the Employee under this Agreement provided,however, that the foregoing shall have no effect upon any benefits due the Employee underany disability or medical plan or other employee benefit plan or arrangement of theCompany then in effect and provided further that any stock option held by the Employeeshall continue to be exercisable in accordance with its terms. 

          (f)          Change of Control. Notwithstanding the foregoing in the event the          Employee’s employment shall be terminated without “Cause” or          resigns for ‘Good Reason” within sixty (60) days prior to or one (1)          year following a “Change of Control” (as defined herein) the Severance          Period shall be twenty four (24) months following the Date of Termination. For          purposes of this Agreement “Change in Control” shall mean: 

          (i)          Approval by the stockholders of the Company of (I) a reorganization, merger,          consolidation or other form of corporate transaction or series of transactions,          in each case, with respect to which the Majority Stockholders (as defined below)          cease to own, directly or indirectly, in the aggregate at least forty percent          (40%) of the then outstanding shares of the Parent’s common stock or the          combined voting power entitled to vote generally in the election of directors of          the reorganized, merged or consolidated company’s then outstanding voting          securities, in substantially the same proportions as their ownership immediately          prior to such reorganization, merger, consolidation or other transaction, or          (II) the sale of all or substantially all of the assets of the Company. 

          (ii)          The acquisition by any person, entity or “group”, within the meaning          of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial          ownership within the meaning of Rule 13-d promulgated under the Securities          Exchange Act which would result in the Majority Stockholders ceasing to own,          directly or indirectly, in the aggregate, at least forty percent (40%) of the          then outstanding shares of the Company’s common stock; or 

          (iii)          The approval by the stockholders of the Company of the complete liquidation or          dissolution of the Company. 

          Forpurposes of this Agreement, the Majority Stockholders shall include Richard Leeds, RobertLeeds, Bruce Leeds, any other member of the Leeds family and any trust for the benefit ofany member of the Leeds family. 

          (g)          Accrued Vacation Upon Termination. Upon termination the Employee shall be          paid for all accrued but unused vacation up to a maximum of four (4) weeks based          on the Base Salary then in effect. 

          5.          Successors. This Agreement and all rights of the Employee hereunder shall          inure to the benefit of and be enforceable by the Employee’s personal or          legal representatives, executors, administrators, successors, heirs,          distributees and legatees. This Agreement and all rights and obligations of the          Company hereunder shall inure and be binding on any person, firm or corporation          which shall become the owner of substantially all of the assets or capital stock          of the Company or which shall succeed to the business of the Company or with          which the Company may be consolidated or merged; provided, however that in the          absence of the express written agreement of the Employee, the Company shall not          be released from its obligations to Employee in the event of any such          transaction, and the Company shall be deemed to guaranty the obligations of such          person, firm or corporation to the Employee under this Agreement in the event of          such transaction. 

          6.          Covenants.

          (a)          Confidential Information. During the course of the Employee’s          employment with the Company, the Employee will acquire and have access to          Confidential Information and Trade Secrets belonging to the Systemax Companies.          Such Confidential Information and Trade Secrets relates both to the Systemax          Companies, their customers and their employees, and consists of any information          which is not generally known, that is or may be used in the Systemax          Companies’ business and that could give competitors an advantage if they          knew about it or could impact upon the Systemax Companies’ internal          operations. Such Confidential Information includes, but is not limited to: (i)          financial and business information, such as information with respect to costs,          commission, fees, profits, sales, markets, mailing lists, strategies and plans          for future business, new business, product or other development, potential          acquisitions or divestitures, and new marketing ideas; (ii) product and          technical information, such as devices, formulas and compositions of matter and          processes relating to the manufacture of the Systemax Companies’ products,          designs, drawings, specifications and blueprints of machinery and equipment, new          and innovative product ideas, methods, procedures, devices, sourcing          information, vendor information, supplier information, data processing programs,          software, software codes, computer models, research and development projects;          (iii) marketing information, such as information on markets, end users and          applications, the identity of the Systemax Companies’ customers and          distributors, their names and addresses, the names of representatives of the          Systemax Companies’ customers and distributors responsible for entering          into contracts with the Company, the Company’s financial arrangements with          its customers and distributors, the amounts paid by such customers to the          Company, specific customer needs and requirements, leads and referrals to          prospective customers; and (iv) personnel information, such as the identity and          number of the Systemax Companies’ other employees, their salaries, bonuses,          benefits, skills, qualifications, and abilities. The Employee acknowledges and          agrees that the Confidential Information and Trade Secrets are not generally          known or available to the general public, but have been developed, complied or          acquired by the Company at its great effort and expense and for commercial          advantage and, therefore, takes ever reasonable precaution to prevent the use or          disclosure of any part of it by or to unauthorized persons. Confidential          Information and Trade Secrets can be in any form: oral, written or machine          readable, including electronic files. 

          (b)          Non-Disclosure of Confidential Information. The Employee agrees he will          not, while associated with the Company and for so long thereafter as the          pertinent information or documentation remains confidential, directly or          indirectly use, disclose or disseminate to any other person, organization or          entity or otherwise use any Confidential Information and Trade Secrets, except          as specifically required in the performance of Employee’s duties on behalf          of the Company or with prior written authorization of the Company’s          Chairman and Chief Executive Officer. 

          (c)          Return of Materials. The Employee further agrees to deliver to the          Company, immediately upon termination from employment or at any time the Company          so requests, (i) any and all documents, files, notes, memoranda, models,          databases, computer files and/or other computer programs reflecting any          Confidential Information whatsoever or otherwise relating to the Company’s          business; (ii) lists of the Systemax Companies’ clients or leads or          referrals to prospective clients; and (iii) any computer equipment, home office          equipment, automobile or other business equipment belonging to the Company which          Employee may then possess or have under his control. 

          (d)          Non-competition. The Employee acknowledges and agrees that the Company is          engaged in a highly competitive business and that by virtue of Employee’s          position and responsibilities with the Company and Employee’s access to the          Confidential Information and Trade Secrets, engaging in any business that is          directly competitive with the Company will cause it great and irreparable harm.          Accordingly, Employee covenants and agrees that so long as Employee is employed          by the Company and for a period of one (1) year after such employment is          terminated, whether voluntarily or involuntarily, Employee will not, without the          express written consent of the Chairman and CEO of the Company, directly or          indirectly, own, manage, operate, control, consult with or be employed in a          capacity similar to the position(s) held by Employee with the Company by any          company or other for-profit entity engaged in the sale of computer, consumer          electronic and industrial products in direct and material competition with the          Company. In recognition of the national nature of the Company’s business,          which includes the sale of its products and services throughout the United          States of America, this restriction shall apply throughout the United States of          America. 

          (e)          Non-Solicitation of Customers. The Employee acknowledges and agrees that          solely by reason of employment by the Company, Employee has and will come into          contact with some, most or all of the Company’s customers and will have          access to Confidential Information and Trade Secrets regarding the          Company’s customers, as set forth in this Agreement. Consequently, Employee          covenants and agrees that in the event of separation from employment with the          Company, whether such separation is voluntary or involuntary, the Employee will          not, for a period of one (1) year following such separation, directly or          indirectly, solicit or initiate contact with any customer, former customer or          prospective customer of the Company for the purpose of selling computer,          consumer electronic and industrial products of the type offered for sale by the          Company during the Employee’s employment with the Company. This restriction          shall apply to any customer, former customer or prospective customer of the          Company with whom the Employee had contact or about whom Employee obtained          Confidential Information or Trade Secrets during the last two (2) years of          employment with the Company. For the purposes of this Section 6,          “contact” means interaction between the Employee and the customer or          prospective customer which takes place to further the business relationship, or          making sales to or performing services for the customer or prospective customer          on behalf of the Company. 

          (f)          Non-Solicitation of Employees. The Employee acknowledges and agrees that          solely as a result of employment with the Company, the Employee will come into          contact with and acquire confidential information regarding some, most or all of          the Company’s employees and consultants. Accordingly, both during the          Employee’s employment and for a period of one (1) year following the          cessation of the Employee’s employment with the Company, whether such          cessation of employment is voluntarily or involuntarily, the Employee will not,          directly or indirectly, induce or attempt to influence any employee or          consultant of the Company to terminate his or her employment or refrain from          providing services to the Company, or solicit or seek to retain the services of          any person employed or providing services to the Company as an employee or a          contractor. 

          (g)          Restrictions on Employment With Company. The Employee affirms he is not          presently subject to a restrictive covenant or other prior agreement, which          would prohibit or restrict employment with the Company. If the Employee learns          or is advised that he is subject to an actual or alleged restrictive covenant or          other prior agreement, which may prohibit or restrict employment with the          Company, the Employee must notify the Company immediately. The Employee agrees          that he shall not disclose to the Company, use for the Company’s benefit,          or induce the Company to use any trade secret or confidential information he may          possess belonging to any former employer or other third party. 

          (h)          Enforcement of Covenants. The Employee acknowledges and agrees that          compliance with the covenants set forth in this Section 6 of this Agreement is          necessary to protect the business and goodwill of the Company and that any          breach of this Section 6 or any subparagraph hereof will result in irreparable          and continuing harm to the Company, for which money damages may not provide          adequate relief. Accordingly, in the event of any breach or threatened breach of          Section 6 by Employee, the Company and Employee agree that the Company shall be          entitled to the following particular forms of relief as a result of such breach,          in addition to any remedies otherwise available to it at law or equity,          specifically injunctions, both preliminary and permanent, enjoining or          restraining such breach or threatened breach. 

          7.          Conflict of Interest. The Employee may not use his position, influence,          knowledge of Confidential Information and Trade Secrets or Company assets for          personal gain. A direct or indirect financial interest, including joint ventures          in or with a supplier, vendor, client or prospective client without disclosure          and written approval from the Chairman and CEO of the Company is strictly          prohibited and constitutes cause for dismissal. This provision shall not apply          in respect of any publicly traded corporation of which the Employee is less than          a one percent (1%) stockholder or with respect to any financial interest as a          result of any investment by the Employee in a publicly traded mutual fund. 

          8.          Intellectual Property. 

          (a)          The Employee covenants and agrees that all inventions, improvements, products,          designs, specifications, trademarks, service marks, discoveries, formulae,          processes, software or computer programs, modifications of software or computer          programs, data processing systems, analyses, techniques, trade secrets,          creations, ideas, work product or contributions thereto, and any other          intellectual property, regardless of whether patented, registered or otherwise          protected or protectable, and regardless of whether containing or constituting          Trade Secrets or Confidential Information as defined in Section 6 hereof          (referred to collectively as “Intellectual Property”), that were          conceived, developed or made by Employee during employment by the Company,          including Intellectual Property related to the sale of computer, consumer          electronic and industrial products (the “Proprietary Interests”),          shall belong to and be the property of the Company. 

          (b)          The Employee further covenants and agrees that he will: (i) promptly disclose          such Intellectual Property to the Company; (ii) assign to the Company, without          additional compensation, the entire rights to Intellectual Property for the          United States and all foreign countries; (iii) execute assignments and all other          papers and do all acts necessary to carry out the above, including enabling the          Company to file and prosecute applications for, acquire, ascertain and enforce          in all countries, letters patent, trademark registrations and/or copyrights          covering or otherwise relating to Intellectual Property and to enable the          Company to protect its proprietary interests therein; and (iv) give testimony,          at the Company’s expense, in any action or proceeding to enforce rights in          the Intellectual Property. 

          (c)          The Employee further covenants and agrees that the Company shall be entitled to          shop rights with respect to any Intellectual Property conceived or made by him          during employment with the Company that is not related in any manner to the          Proprietary Interests but which was conceived or made on the Company’s time          or with the use of the Company’s facilities or materials. 

          (d)          The Employee further covenants and agrees that it shall be conclusively presumed          as against him that any Intellectual Property related to the Proprietary          Interests described by the Employee in a patent, service mark, trademark, or          copyright application, disclosed by the Employee in any manner to a third          person, or created by the Employee or any person with whom he has any business,          financial or confidential relationship, within one (1) year after cessation of          his employment with the Company, was conceived or made by the Employee during          the period of employment by the Company and that such Intellectual Property be          the sole property of the Company. 

          9.          Withholding. Anything in this Agreement to the contrary notwithstanding,          all payments required to be made by the Company hereunder to the Employee or his          estate or beneficiaries shall be subject to the withholding of such amounts          relating to taxes as the Company may reasonably determine it should withhold          pursuant to any applicable law or regulation. In lieu of withholding such          amounts, in whole or in part, the Company may, in its sole discretion, accept          other provisions for payment of taxes and withholding as required by law,          provided it is satisfied that all requirements of law affecting its          responsibilities to withhold have been satisfied. 

          10.          Notices. Any notice, request, instruction or other document to be given          hereunder by any party hereto to any other party shall be in writing and          delivered personally, sent by registered or certified mail, postage prepaid. 

          Ifto the Employee: