Exhibit
10.2


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 Tom E.
Wheeler, 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 Vice Chairman, Founder and President of the Company and shall report
directly to the Chairman and Chief Executive Officer 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 $213,856.00, 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 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, 75% of which is earned based on the Company
achievement of planned quarterly group objectives and 25% 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 $20,000.00 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 228,228 shares of capital stock of the Company with an
ISO Grant date equal to the ISO Plan Date under the ISO Plans.


(ii)         Employee
shall receive an additional ISO for 175,000 shares of capital stock of the
Company with an ISO Grant date equal to the ISO Plan Date under the ISO Plans.


(iii)        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.



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(iv)       Employee
is a member of the Board of the Company and shall receive additional ISO’s
granted to all Board members of the Company from time to time by the Board,
proportionate to Employee’s position as a member of the Board.


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


(ii)         Employee
is a member of the Board of the Company and shall receive additional Restricted
Stock Grants granted to all Board members of the Company from time to time by
the Board, proportionate to Employee’s position as a member of the Board.


(f)            Board
Service Compensation.  Employee is a
member of the Board of the Company and shall receive Board compensation as may
be established for time to time by the Board of the Company consistent with all
other Board members.


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.



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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


(vii)      Printer


(viii)     Scanner


(ix)        Fax


(d)           Key
Man Life Insurance.  The Company
shall continue to pay all premiums for key man Life Insurance policies on
Employee under existing policies.  There
is $2,100,000 face amount of Life Insurance with the Company named as the
beneficiary, and there is $1,000,000 face amount of Life Insurance with the
Spouse of Employee named as the beneficiary.


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



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(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 or the Chief
Executive Officer 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 objectives under
Section 4(c) and all benefits for
a period of twelve (12) months after the Termination Date, and if the Company
shall exercise its right to terminate Employee Without Cause within the first
twelve (12) months after the Commencement Date then the Company shall extend
the provisions of this subsection (iii) for an additional twelve months making
a total of twenty-four 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 twelve (12) months after the Termination Date, and if the
Company shall exercise its right to terminate Employee Without Cause within the
first twelve (12) months after the Commencement Date then the Company shall
extend the provisions of this subsection (iv) for an additional twelve months
making a total of twenty-four 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



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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
twelve (12) months after the Termination Date, and if the Employee shall
exercise his right to terminate employment for Good Reason within the first
twelve (12) months after the Commencement Date then the Company shall extend
the provisions of this subsection (iii) for an additional twelve months making
a total of twenty-four 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 twelve (12) months after the Termination Date, and if
the Employee shall exercise his right to terminate employment for Good Reason
within the first twelve (12) months after the Commencement Date then the
Company shall extend the provisions of this subsection (iv) for an additional
twelve months making a total of twenty-four 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



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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 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.



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(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.


(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



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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 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



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(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 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



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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.


(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.



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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 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



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(2)                                  If
to Employee, to:


Tom E. Wheeler

13846 Atlantic Boulevard


Unit # 404


Jacksonville, FL 32225


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 Florida.  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 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



 13
 









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.


(j)            Acceleration
of Company Notes Held by Employee via Amendment of Repayment Terms.  Employee currently is the holder of three
Notes, payable by Company, in the cumulative amount of $101,961.43.  Such notes shall be amended by execution of
the three “First Amendment to Promissory Note” amendments (the “Amendments”)
in the form attached hereto as Appendix B. 
Such Amendments shall be executed of even date and time with this
Agreement.



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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/ TOM E.
  WHEELER

  
	
   

  	
  Name: Tom E.
  Wheeler

  
	
   

  	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  Information
  Intellect, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ FRANCIS E. WILDE

  
	
   

  	
   

  	
  Name:

  	
  Francis E. Wilde

  
	
   

  	
   

  	
  Its: Chairman
  & CEO

  



 



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