Exhibit
10.5


EMPLOYMENT
AGREEMENT


This EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of March 2, 2007 by and between Information
Intellect, Inc., a Georgia corporation (the “Company”), and E. Joseph
Vitetta, an employee of the Company (“Employee”).


RECITALS:


WHEREAS, the Company and Employee desire to
enter into a written agreement for the Company’s employment of Employee as an
employee, on the terms specified herein.


NOW,
THEREFORE, in consideration of the mutual promises,
agreements and mutual covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree
as follows:


1.             Employment.  The Company hereby employs Employee, and
Employee hereby accepts employment with the Company, upon the terms and subject
to the conditions set forth in this Agreement.


2.             Position and
Duties.  Employee shall be employed
as the Senior Vice President and Secretary of the Company and shall report
directly to the Vice Chairman, Founder and President of the Company.  Employee shall also serve in such additional
capacities as may be assigned to him from time to time by the Board of Directors
of Company (the “Board”). 
Employee shall devote substantially all of his business time, attention,
skill and best efforts to the diligent performance of his duties hereunder.


3.             Term.  The term of employment hereunder shall
commence as of the date hereof (the “Commencement Date”) and shall continue
for Three (3) years  sooner terminated
earlier in accordance with the provisions of this Agreement (the “Term”).


4.             Compensation.  As compensation for all services rendered by
Employee under this Agreement, the Company shall pay Employee compensation as
follows:


(a)           Annual
Salary.  For all services rendered by
Employee during his employment under this Agreement, beginning on the
Commencement Date, the Company shall pay Employee an annual salary at the rate
of $150,000.00, payable semi-monthly in accordance with the Company’s standard
payroll policies, subject to annual increases (but not decreases) in the
discretion of the Board; provided that such increase shall not be less than,
measured on a percentage basis the change in the national Consumer Price Index,
All Urban Consumer, U.S., City Average, All Items, as published by the Bureau
of Labor Statistics, U.S. Department of Labor (“CPI-U”) for the corresponding
year.  The measuring dates for
determining the percentage increase that occurred in the CPI-U shall be the
month of January for the current and preceding years. The increase shall become
effective on March 1, of each year throughout the Term.













(b)           Taxes
and Withholdings.  All taxes and
governmentally required withholdings shall be deducted from any amount paid by
the Company to Employee hereunder in conformity with applicable laws.


(c)           Performance
Bonuses.  Employee shall be entitled
to receive performance bonuses based on performance criteria mutually agreed to
by Employee and the Board from time to time. Such bonus program shall provide
for a minimum of $100,000.00 in bonus compensation annually, which includes a
minimum of $20,000.00 ($15,000.00 for the calendar year 2007) attributable to
the Company achievement of the annual financial plan, such bonus to be paid
annually; plus quarterly bonus amounts of at least $20,000.00 per quarter for
the last three quarters of the calendar year 2007 and each quarter thereafter
throughout the Term, 25% of which is earned based on the Company achievement of
planned quarterly group objectives and 75% of which is earned based on the
individual achievement of planned individual objectives for the quarter.  The first quarterly bonus for the quarter
ending March 31, 2007 in the amount of $25,000.00 shall be considered earned
for both group and individual objectives and payment for such quarterly bonus
is guaranteed.


(d)           Equity
Based Compensation.  The Company
plans to establish one or more Incentive Stock Option plans (the “ISO Plans”)
for Company Directors, Company Officers and other key employees of the Company
and will use its best efforts to establish the effectiveness of such ISO Plans
within 90 days of the Commencement Date (the “ISO Plan Date”). The ISO
Plans will provide for the grant to Company Directors, Company Officers and
other key employees of the Company, including Employee, incentive stock options
(the “ISO”) to acquire shares of the capital stock of the Company in
accordance with the terms of the ISO Plans. 
The date on which the Company grants the ISO to Employee will be the
grant date (the “ISO Grant Date”). 
The strike price for the ISO shall be the fair market value for the
particular class of capital stock of the Company granted to Employee under the
ISO Plans on the ISO Grant Date.  The
vesting rights and benefits for each ISO granted shall vest in the Employee no
slower than 1/36th of the total ISO granted each month for the 36
months immediately following the ISO Grant Date; and in addition such vesting
shall be accelerated and immediately vested for all unvested ISO shares in the
event of a Change of Control, or for early termination without Cause as defined
in Sections 7 and 8, or for early termination for Good Reason as defined in
Section 10.  Vesting will otherwise cease
upon termination of employment from the Company by Employee upon such
Termination Date.


(i)          Employee
shall receive an ISO for 125,000 shares of capital stock of the Company with an
ISO Grant date equal to the ISO Plan Date under the ISO Plans.


(ii)         Employee
is an Officer of the Company and shall receive additional ISO’s granted to all
Officers of the Company from time to time by the Board, proportionate to
Employee’s position as an Officer of the Company.


(e)           Other
Equity Based Compensation.  The
Company plans to establish one or more Restricted Stock Grant plans (the “Restricted
Stock Grant Plans”) for Company



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Directors and Company Officers of the Company and will use its best
efforts to establish the effectiveness of such Restricted Stock Grant Plans
within 90 days of the Commencement Date (the “Restricted Stock Grant Plan
Date”). The Restricted Stock Grant Plans will provide for the grant to
Company Directors and Company Officers of the Company, including Employee,
grants of restricted stock (the “Restricted Stock Grant”) to acquire
shares of the capital stock of the Company in accordance with the terms of the
Restricted Stock Grant Plans.  The date
on which the Company grants the Restricted Stock Grant to Employee will be the
grant date (the “Restricted Stock Grant Date”).  The strike price for the Restricted Stock
Grant shall be the fair market value for the particular class of capital stock
of the Company granted to Employee under the Restricted Stock Grant Plans on
the Restricted Stock Grant Date.  The
vesting rights and benefits for each Restricted Stock Grant granted shall vest
in the Employee immediately on the Restricted Stock Grant Date; and in addition
the restriction on such Restricted Stock Grants shall be lifted twelve (12)
months following the Restricted Stock Grant Date; and further the lifting of
such restrictions shall be accelerated and immediately lifted for all
Restricted Stock Grant shares in the event of a Change of Control, or for early
termination without Cause as defined in Sections 7 and 8, or for early
termination for Good Reason as defined in Section 10.


(i)          Employee
is an Officer of the Company and shall receive Restricted Stock Grants granted
to all Officers of the Company from time to time by the Board, proportionate to
Employee’s position as an Officer of the Company.


5.             Benefits and
Fringes.


(a)           Benefits.  During the Term, Employee shall be eligible
to participate in the Company’s standard benefits for key executives of the
Company in accordance with the Company’s policies.


(b)           Vacation.  Employee shall be entitled to four (4) weeks
of paid vacation in each calendar year during the Term in accordance with the
Company’s practice.  Employee shall take
vacations at such time or times as shall be reasonable as mutually determined
by Employee and Company based upon the current duties.


(c)           Other.
Employee shall be entitled to the following according to policy and practices
established by Company from time to time:


(i)          Corporate
Credit Card


(ii)         Cell
Phone


(iii)        High
Speed Internet


(iv)       IP
Telephone


(v)        Office
Set-up and Supplies


(vi)       Laptop
Computer



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(vii)      Printer


(viii)     Scanner


(ix)        Fax


6.             Expenses
Reimbursement.  The Company shall
reimburse Employee for all reasonable expenses incurred by Employee during the
Term in the course of performing Employee’s duties under this Agreement that
are consistent with the Company’s policies in effect from time to time with
respect to travel, entertainment and other business expenses, including
cellular phone charges and mileage related to business expenses, subject to the
Company’s requirements applicable generally with respect to reporting and
documentation of such expenses.  Expenses
shall be reimbursed in accordance with the Company’s policies in effect from
time to time.


7.             Termination by
Company for Cause.  The Company shall
have the right at any time to terminate the employment of Employee for Cause
effective immediately by delivering to Employee a written notice specifying
such Cause.  If the Company exercises
such right, in full settlement and discharge of the Company’s obligation to
Employee, the Company shall make a payment to Employee in a lump sum amount
equal to all compensation accrued and unpaid as of the Termination Date and the
Company’s obligation under this Agreement to make any further payments to
Employee shall thereupon cease and terminate. 
This Section 7 of this Agreement in no way limits the Company’s right to
terminate Employee’s employment without cause pursuant to Section 8 of this
Agreement.  As used herein, the term “Cause”
shall be deemed to exist upon (i) willful misconduct or gross negligence of
Employee in the performance of his duties and services to the Company or any of
its subsidiaries; (ii) the commission of a felony, whether or not committed in
the course of performing services for the Company or any of its subsidiaries;
(iii) Employee’s deliberate dishonesty or breach of fiduciary duty; (iv) the
commission by Employee in the course of performing any services for the Company
or any of its subsidiaries of embezzlement, theft or any other fraudulent act;
(v) the unauthorized disclosure by Employee of any material trade secret or
material confidential information of the Company or any of its subsidiaries;
(vi) the commission by Employee of an act which constitutes unfair competition
with the Company or any of its subsidiaries, including, without limitation,
inducing any employee or customer of the Company to breach a contract with the
Company or any of its subsidiaries; (vii) the repeated refusal or failure by
Employee to comply with any policies of the Company or any lawful directives of
the Board of the Company; or (viii) the material breach by Employee of any
agreement to which the Company and Employee are parties, which material breach
remains uncured by Employee for a period of 10 days after the Company has given
Employee written notice thereof.


8.             Termination by
Company Without Cause.  The Company
shall have the right at any time and for any reason or for no reason to
terminate the employment of Employee and this Agreement without cause effective
immediately upon written notice to Employee. 
Upon termination of this Agreement pursuant to this Section 8, Employee
shall be entitled to receive, (i) an amount equal to Employee’s annual salary
accrued and unpaid as of the Termination Date, (ii) a pro rated portion of any and all performance bonuses to which
Employee would have been entitled as if Employee had remained employed by
Company and achieved all goals and objectives under Section 4(c) for the year
as well as the quarter in which such termination occurs, (iii) salary, plus all
performance bonuses to which Employee would have been entitled as if Employee
had remained employed by Company and achieved all goals and



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objectives under Section 4(c) and all benefits for a period of six (6) months after the
Termination Date, and (iv) continue to provide Employee, at Company
expense, with the same medical coverage Employee carried while an active
employee for a period of six (6) months
after the Termination Date, after which Employee will be eligible under
Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act
of 1974, as amended (“COBRA”). 
All of the foregoing shall be payable in accordance with the Company’s
then effective payroll schedule applicable to Employee.  All payments under this Section 8 shall be in
full settlement and discharge of the Company’s obligation to Employee, and the
obligation of the Company to make such payments shall be conditioned upon the
execution by Employee of a separation and release agreement in a form
satisfactory to the Company.


9.             Termination Upon
Death or Disability.  The Company may
terminate the employment of Employee and this Agreement effective upon notice
to Employee (or his heirs or legal representatives, as the case may be) if
Employee either dies or is disabled.  As
used herein, the term “disabled” shall mean the inability or failure of
Employee to perform the essential functions of the position with or without  reasonable accommodation as a result of a
mental or physical disability for a period of ninety (90) or more days (whether
or not consecutive) during any twelve months, all as determined in good faith
by the Board.  Upon termination of this
Agreement pursuant to this Section 9, Employee (or his heirs or legal
representatives, as the case may be) shall be entitled to receive, in full
settlement and discharge of the Company’s obligation to Employee, a lump sum
amount equal to all compensation accrued and unpaid as of the Termination Date.


10.           Termination
by Employee.


(a)           Employee may terminate his employment under
this Agreement at any time upon thirty (30) days notice to the Company.  Employee, at the request of the Company and
for a period not to exceed such thirty (30) days as requested by the Company,
shall continue to render his services in accordance with this Agreement and
shall be paid his regular salary plus performance bonuses and receive his
normal benefits up to the Termination Date.


(b)           Employee may terminate his employment with
the Company under this Agreement at any time for Good Reason (as defined
below).  Upon termination of this
Agreement pursuant to this Section 10(b), Employee shall be entitled to
receive, (i) an amount equal to Employee’s annual salary accrued and unpaid as
of the Termination Date, (ii)
a pro rated portion of any and all performance bonuses to which Employee would
have been entitled as if Employee had remained employed by Company and achieved
all goals and objectives under Section 4(c) for the year as well as the quarter
in which such termination occurs, (iii) salary, plus all performance bonuses to
which Employee would have been entitled as if Employee had remained employed by
Company and achieved all goals and objectives under Section 4(c) and all
benefits for a period of six
(6) months after the Termination Date, and (iv) continue to provide
Employee, at Company expense, with the same medical coverage Employee carried
while an active



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employee for
a period of six (6) months after the Termination Date, after which
Employee will be eligible under the provisions of COBRA.  All of the foregoing
shall be payable in accordance with the Company’s then effective payroll
schedule applicable to Employee.  The
term “Good Reason” means
Employee’s resignation as an Employee of the Company as a result of (i)
the Company materially violating any of its material obligations to Employee under this Agreement or any
other agreement with Employee,
(ii)  a substantial change in Employee’s
duties to which Employee does
not consent, (iii)  a decrease in Employee’s salary or performance bonuses to which Employee does not consent, or
(iv) the Company failing to enter into a new employment agreement with the
Employee thirty (30) days prior to the expiration of this Agreement, on terms
equal to or greater than the existing agreement.  Such termination for Good Reason shall only
be effective if Employee gives
the Company a minimum of 30 days’ written notice, provided that the occurrence
of such violation shall have occurred within the 60 days preceding such notice
and that the Company shall have failed to cure such violation within 30 days
after receipt of such notice.


11.           Covenants of
Confidentiality and Non-Competition.


(a)           Definitions.  For this Agreement, the following terms shall
have the meanings specified below:


(i)          “Person”
- any individual, corporation, partnership, association, unincorporated
organization or other entity.


(ii)         “Termination
Date” - the last day Employee is employed by Company, whether separation is
voluntary or involuntary and with or without Cause.


(iii)        “Confidential
Information” - information relating to Company’s customers, suppliers,
distributors, operations, finances, and business that derives value from not
being generally known to other Persons, including, but not limited to,
technical or nontechnical data, formulas, patterns, compilations (including
compilations of customer information), programs (including computer programs
and software), devices, methods, techniques, drawings, processes, financial
data (including sales and sales forecasts), and lists of actual or potential
customers or suppliers (including identifying information about those
customers), without regard to form and whether or not reduced to writing.
Confidential Information includes information owned or disclosed to Company by
third parties that Company treats as or is obligated to maintain as
confidential. Confidential Information subject to this Agreement may include
information that is not a trade secret under applicable law, but information
not constituting a trade secret shall only be treated as Confidential
Information under this Agreement for a one-year period after the Termination
Date.


(iv)       “Competing
Business” shall mean any one or more of the following: (i) the Company’s
Business, or (ii) any other business in which the Company or its subsidiaries
develops an intention, with full knowledge of Employee, to engage on or before
the Termination Date and (a) for which the Company or its subsidiaries prepared
an existing business plan or study on or before



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the Termination Date, or (b) for which the Board commissioned a
business plan or study on or before the Termination Date.


(v)        “Company’s
Business” means the business of developing, selling, leasing, licensing,
installing, implementing and maintaining hardware and software products to and
for utilities and municipalities for the functions that are specifically
performed by the Company Products of (A) Acufile, Intelliplant, and Utiliprice
as it relates to tax and fixed asset management, capital project management,
book and tax depreciation, tax deferral and accrual, work order management, and
cost of service modeling and (B) Dynamic Virtual Metering (DVM) as it relates
to radio frequency based automatic meter reading, throughout the
Territory.


(vi)       “Company’s
Products” means the products of the Company related to the Company’s
Business.


(vii)      “Territory”
The term “Territory” shall mean the worldwide.


(b)           Confidential
Information.  Employee shall use his
or her best efforts to protect Confidential Information. At all times, both
during and after Employee’s employment, Employee will not use, reproduce or
disclose any Confidential Information, except as may be necessary in connection
with work for Company.


(c)           Return
of Materials.  On the Termination
Date or for any reason or at any time at Company’s request, Employee will
deliver promptly to Company all materials, documents, plans, records, notes, or
other papers or electronically-stored materials and any copies in Employee’s
possession or control relating in any way to Company’s Business, which at all
times shall be the property of Company.


(d)           Disparagement.  Employee shall not at any time make false,
misleading or disparaging statements about the Company, including its products,
services, management, employees, and customers. 
The Company shall not make false, misleading or disparaging statements
about Employee.


(e)           Non-Solicitation
of Customers.  Employee agrees that,
for a period of twelve
(12) months following the Termination Date, Employee shall not, directly
or indirectly, solicit, or assist in the solicitation of, any Person who is, or
was during the period of Employee’s employment with Company, a customer of
Company, including actively sought prospective customers, with whom Employee
had personal business contact with during his or her employment with the
Company.


(f)            Non-Solicitation
of Employees, Consultants and Contractors. 
Employee agrees that, for a period of twelve (12) months following the Termination Date, Employee
shall not, directly or indirectly, solicit or induce, or attempt to solicit or
induce, Persons who were employees, consultants or independent contractors of
the Company at the time of Employee’s termination of employment and who
continue to be employed or engaged by Company, and with whom Employee had
personal business contact with during his or her employment with the Company,
to leave their employment or engagement with the Company.



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(g)           Covenant
against Competition.  Employee
covenants and agrees with the Company that, except on behalf of Company, at any
time during the period of his or her employment with Company and continuing for
a period of twelve
(12) months after the Termination Date, Employee will not in any manner (other than as an
employee of or as a consultant to Company), directly or by assisting others, engage in or perform any of the
specific duties or activities which Employee performed for Company during his
or her employment for any Competing Business in the Territory.  Employee further agrees that during the
period of his or her employment with Company and continuing for a period of twelve (12) months after the
Termination Date, Employee will not own or invest in any Competing Business;
except that Employee may own securities of the Company or acquire either
directly or indirectly and solely as an investment, up to five percent (5%) of
the securities of any Competing Business issuer that is publicly traded on any
United States national securities exchange or quoted on the NASDAQ system.


(h)           Prior
Agreements.  Employee warrants that
Employee is not under any obligation, contractual or otherwise, limiting or
affecting Employee’s ability or right to render to Company the services for
which Employee has been or is being hired. Upon execution of this Agreement,
Employee will give Company a copy of any agreement, or notify Company in
writing of any agreement if a written agreement is not available, with a prior
employer or other Person purporting to limit or affect Employee’s ability or
right to render to Company the services for which Employee has been or is being
hired, to solicit customers or potential customers, or to use any type of
information.


(i)            Future
Employment Opportunities.  At any
time before, and for six (6) months  after,
the Termination Date, Employee shall provide any prospective company with a
copy of this Agreement, and upon accepting any employment with another Person,
shall provide Company with the employer’s name and a description of the
services Employee will provide.


(j)            Tolling.  In the event the enforceability of any terms
of this Section 11 are challenged in a lawsuit instituted during the Term or
for a period of twelve (12) months following the Termination Date and Employee
is not enjoined from breaching any of the protective covenants, then if a court
of competent jurisdiction finds that the challenged protective covenant is
enforceable, the time period shall be tolled during the pendency of the lawsuit
until the dispute is finally resolved and all periods of appeal have expired.


12.           Work For Hire
Acknowledgment; Assignment.  Employee
acknowledges that Employee’s work on and contributions to documents, programs,
and other expressions in any tangible medium that relate to the Company’s
Business or the Company’s Products (collectively, “Works”) since the
date of employment and thereafter through the Termination Date are within the
scope of Employee’s employment and part of Employee’s duties and responsibilities.
Employee’s work on and contributions to the Works will be rendered and made by
Employee for, at the instigation of, and under the overall direction of,
Company, and are and at all times shall be regarded, together with the Works,
as “work made for hire” as that term is used in the United States Copyright
Laws. Without limiting this acknowledgment, Employee assigns, grants, and
delivers exclusively to Company all rights, titles, and interests in and to any
Works, and all copies and versions, including all copyrights and renewals.
Employee will execute and deliver to



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Company, its
successors and assigns, any assignments and documents Company requests for the
purpose of establishing, evidencing, and enforcing or defending its complete,
exclusive, perpetual, and worldwide ownership of all rights, titles, and
interests of every kind and nature, including all copyrights, in and to the
Works, and Employee constitutes and appoints Company as his or her agent to
execute and deliver any such assignments or documents Employee fails or refuses
to execute and deliver, this power and agency being coupled with an interest
and being irrevocable.


13.           Inventions, Ideas
and Patents.  Employee shall disclose
promptly to Company (which shall receive it in confidence), and only to
Company, any invention or idea of Employee (developed alone or with others)
that relates in any way to Company’s Business or Company’s Products or was
conceived or made before or during Employee’s employment by Company or within
six months of the Termination Date. Employee assigns to Company any such
invention or idea in any way connected with Employee’s employment or related to
Company’s Business, research or development, or demonstrably anticipated
research or development, and will cooperate with Company and sign all papers
deemed necessary by Company to enable it to obtain, maintain, protect and
defend patents covering such inventions and ideas and to confirm Company’s
exclusive ownership of all rights in such inventions, ideas and patents, and
irrevocably appoints Company as its agent to execute and deliver any
assignments or documents Employee fails or refuses to execute and deliver
promptly, this power and agency being coupled with an interest and being
irrevocable. This constitutes Company’s written notification that this
assignment does not apply to an invention for which no equipment, supplies,
facility or trade secret information of Company was used and which was
developed entirely on Employee’s own time, unless (a) the invention relates (i)
directly to Company’s Business, or (ii) to Company’s actual or demonstrably
anticipated research or development, or (b) the invention results from any work
performed by Employee for Company.


14.           Representations
and Disclosures.  Employee represents
and warrants that he has the legal capacity to execute and deliver this
Agreement, and that the execution, delivery and performance of this Agreement
by such party will not violate any agreement made by such party or to which
such party is subject.  Employee represents
and warrants that there are no inventions or ideas of which Employee claims
ownership as of the date of this Agreement other than the inventions or ideas
described on Appendix A.  If no
inventions or ideas are listed on Appendix A, Employee represents that
there are no such inventions or ideas at the time of signing this
Agreement.  Employee represents and
warrants that performance of all the terms of this Agreement will not breach
any agreement to keep in confidence proprietary information acquired by Employee
in confidence or in trust prior to the execution of this Agreement.  Employee has not entered into, and Employee
agrees not to enter into, any agreement either written or oral that conflicts
or might conflict with Employee’s employment or Employee’s performance under
this Agreement.  Except as described on Appendix
A, Employee is not bound by any agreement regarding confidentiality or
ownership of intellectual property with any person or entity other than the
Company.  Employee agrees not to disclose
to the Company or use on its behalf any confidential information belonging to
others that is known to have been improperly acquired or acquired from a person
known to be subject to a duty not to disclose it.


15.           Continuing
Employment Upon a Change of Control. 
Upon the occurrence of a Change of Control (as defined below), the
Company covenants that it shall cause the acquiring



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company to offer
Employee an employment agreement containing (i) an employment period of not
less than one (1) year, (ii) duties and responsibilities consistent with
Employee’s then current position in the Company and (iii) such other terms
consistent with and comparable to the terms set forth in this Agreement, as and
if amended, in all material respects, including without limitation,
compensation and benefits.  Such
employment agreement will not require relocation unless mutually agreed upon by
the Company and Employee.  If the
acquiring company fails to offer Employee an employment agreement containing
such terms, then Employee shall be entitled to a lump sum severance in an
amount not less than Employee’s aggregate compensation (including salary,
bonuses, and commission, whether or not paid) for the prior twelve month
period, plus the continuation of all benefits for a period of twelve (12)
months after the Termination Date.  If
the acquiring company terminates Employee’s employment or if Employee
terminates employment for Good Reason within one (1) year after the Change of
Control, then Employee shall be entitled to a lump sum severance in an amount
equal to the lump sum severance Employee would have received in the prior
sentence, plus the continuation of all benefits for a period of twelve (12)
months after the Termination Date.  The
provisions of this Section 15 shall be binding upon and enforceable against all
successors and assigns of the Company.  A
“Change of Control” shall be deemed to have occurred after (a) the sale
of all or substantially all of the assets of the Company, whether in a single
transaction or in a series of transactions occurring within any single 12 month
period, (b) the sale by one or more shareholders of the Company, in a
single transaction or in a series of transactions occurring within any single
12 month period, of more than 50% of the issued and outstanding capital stock
of the Company to any individual, corporation, trust or other entity; or
(c) a merger, reorganization, exchange of stock or other securities, or
other business combination between the Company and another individual,
corporation, trust or other entity comprised of a single transaction or a
series of transactions occurring within any single 12 month period, resulting
in any individual, corporation, trust or other entity owning more than 50% of
the issued and outstanding capital stock of the Company.


16.           Interpretation;
Severability.  Rights and
restrictions in this Agreement may be exercised and are applicable only to the
extent they do not violate any applicable laws, and are intended to be limited
to the extent necessary so they will not render this Agreement illegal, invalid
or unenforceable. If any term shall be held illegal, invalid or unenforceable
by a court of competent jurisdiction, the remaining terms shall remain in full
force and effect. This Agreement does not in any way limit Company’s rights
under the laws of agency, fiduciary obligation, unfair competition, trade
secret, copyright, patent, trademark or any other applicable law(s), or under
any other agreement or instrument, all of which are in addition to rights under
this Agreement. The existence of a claim by Employee, whether predicated on
this Agreement or otherwise, shall not constitute a defense to Company’s
enforcement of this Agreement.


17.           Remedies for
Breach.  Employee understands and
agrees that any breach of this Agreement may cause the Company great and
irreparable harm and that it would be difficult or impossible to establish the
full monetary value of such damage. Consequently:


(a)           Employee
covenants and agrees that any breach by Employee of the Agreement during Employee’s
employment with the Company shall be grounds for disciplinary actions up to and
including dismissal of Employee for Cause.



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(b)           Employee
further covenants and agrees that in the event of any Employee breach of this
Agreement, Employee consents to the entry of appropriate preliminary and
permanent injunctions in a court of appropriate jurisdiction, without the
posting of a bond or other security, in addition to whatever other remedies the
Company may have. Injunctive relief is in addition to any other available
remedy, including damages.


(c)           Employee
agrees that Employee will indemnify and hold the Company harmless from any
loss, cost, damage or expense (including attorneys’ fees) incurred by the
Company arising out of Employee’s breach of any portion of this Agreement,
whether or not such breach results in litigation or other formal proceedings.


18.           Miscellaneous.


(a)           Counterparts.  This Agreement may be executed in several
counterparts each of which is an original. 
This Agreement and any counterpart so executed shall be deemed to be one
and the same instrument.  It shall not be
necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.


(b)           Contents
of Agreement; Parties In Interest, Etc. 
This Agreement sets forth the entire understanding of the parties.  Any previous agreements or understandings
between the parties regarding the subject matter hereof are merged into and
superseded by this Agreement.  If there
are any inconsistencies between the terms of this Agreement and the Company’s
Employee Handbook, this Agreement shall control.  All representations, warranties, covenants,
terms, conditions and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective heirs, legal
representatives, successors and permitted assigns of the Company and
Employee.  Neither this Agreement nor any
rights, interests or obligations hereunder may be assigned by any party without
the prior written consent of the other party hereto.


(c)           TEXAS
LAW TO GOVERN.  THIS AGREEMENT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  Each party irrevocably (a) consents to the exclusive
jurisdiction and venue of the federal and state courts located in Tarrant
County, State of Texas, in any action arising under or relating to this
Agreement, and (b) waives any jurisdictional defenses (including personal
jurisdiction and venue) to any such action.


(d)           Section
Headings.  The section headings
herein have been inserted for convenience of reference only and shall in no way
modify or restrict any of the terms or provisions hereof.


(e)           Notices.  All notices, requests, demands and other communications
which are required or permitted hereunder shall be sufficient if given in
writing and delivered personally or by registered or certified mail, postage
prepaid, by a nationally recognized overnight courier service, or by facsimile
transmission (with a copy simultaneously sent



 11
 









by registered or certified mail, postage prepaid), as follows (or to
such other address as shall be set forth in a notice given in the same manner):


	
   

  	
  (1)

  	
  If to the Company, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Information Intellect,
  Inc.

  
	
   

  	
   

  	
  Attention:
  Robert Lincoln

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  477 Madison
  Avenue

  
	
   

  	
   

  	
  12th Floor, Suite 1200

  
	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  If to Employee, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E. Joseph Vitetta

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


All such notices shall be deemed to have been received on the date of
delivery.


(f)            Location
of Employment.  The location of
employment of Employee shall be the State of Georgia.  This Agreement will not require relocation
unless mutually agreed upon by the Company and Employee.


(g)           Modification
and Waiver.  Any of the terms or
conditions of this Agreement may be waived in writing at any time by the party
which is entitled to the benefits thereof, and this Agreement may be modified
or amended at any time by the Company and Employee.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by each of the
parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof nor shall such waiver constitute a continuing
waiver.


(h)           Mediation.  The Company and Employee shall mediate any
claim or controversy arising out of or relating to this Agreement or any breach
thereof if either of them requests mediation and gives written notice to the
other (the “Mediation Notice”). 
Any notice given pursuant to the preceding sentence shall include a
brief statement of the claim or controversy. 
If the Company and Employee do not resolve the claim or controversy
within five (5) days after the date of the Mediation Notice, the Company and
Employee shall then use reasonable efforts to agree upon an independent
mediator.  If the Company and Employee do
not agree upon an independent mediator within ten (10) days after the date of
the Mediation Notice, either party may request that JAMS/Endispute (“JAMS”),
or a similar mediation service of a similar national scope if JAMS no longer
then exists, appoint an independent mediator. 
The Company and Employee shall share the costs of mediation equally and
shall pay such costs in advance upon the request of the



 12
 









mediator or any party.  Within
ten (10) days after selection of the mediator, the mediator shall set the
mediation.  If the Company and Employee
do not resolve the dispute within thirty (30) days after the date of the
Mediation Notice, the dispute shall be decided by arbitration as set forth in
Section 18(i) hereof.


(i)            Arbitration.  Any claim or controversy arising out of or
relating to this Agreement or any breach thereof shall be settled by
arbitration if such claim or controversy is not settled pursuant to Section
18(h) hereof.  The venue for any such
arbitration shall be Dallas, Texas, or such other location as the parties may
mutually agree.  Except as expressly set
forth herein, all arbitration proceedings under this Section 18(i) shall be
undertaken in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the “AAA”) then in force.  Only individuals who are (i) lawyers engaged
full-time in the practice of law and (ii) on the AAA register of arbitrators
shall be selected as an arbitrator. 
There shall be one arbitrator who shall be chosen in accordance with the
rules of the AAA.  Within twenty (20)
days of the conclusion of the arbitration hearing, the arbitrator shall prepare
written findings of fact and conclusions of law.  Judgment on the written award may be entered
and enforced in any court of competent jurisdiction.  It is mutually agreed that the written decision
of the arbitrator shall be valid, binding, final and non-appealable; provided
however, that the parties hereto agree that the arbitrator shall not be
empowered to award punitive damages against any party to such arbitration.  The arbitrator shall require the
non-prevailing party to pay the arbitrator’s full fees and expenses or, if in
the arbitrator’s opinion there is no prevailing party, the arbitrator’s fees
and expenses will be borne equally by the parties thereto.  In the event action is brought to enforce the
provisions of this Agreement pursuant to this Section 18(i), the non-prevailing
parties shall be required to pay the reasonable attorneys’ fees and expenses of
the prevailing parties, except that if in the opinion of the court or
arbitrator deciding such action there is no prevailing party, each party shall
pay its own attorneys’ fees and expenses.



 13
 









I HAVE READ THIS
AGREEMENT CAREFULLY.  I ACKNOWLEDGE THAT
THIS AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL RESPONSIBILITIES THAT I AM
REQUIRED TO OBSERVE AS AN EMPLOYEE EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND STRATEGIC
INFORMATION.


IN
WITNESS WHEREOF, the parties hereto have executed or have
caused this Agreement to be duly executed as of the date first above written.


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  /s/ JOSEPH
  VITETTA

  
	
   

  	
  Name:

  	
  Joseph Vitetta

  
	
   

  	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  Information
  Intellect, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TOM E. WHEELER

  
	
   

  	
   

  	
  Name:

  	
  Tom E. Wheeler

  
	
   

  	
   

  	
  Its:

  	
  President

  
						



 



 14