EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (this “Agreement”)
      is
      entered into this 6th day of March, 2007 (the “Effective
      Date”)
      by and
      between JUMA ACQUISITION CORP., a Delaware corporation with offices located
      at
      154 Toledo Street, Farmingdale, New York 11735 (Juma Acquisition Corp., together
      with its affiliates, hereinafter, the “Company”)
      and
      Albert Rodriquez, an individual with an address at [_______________]
      (hereinafter, the “Employee”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Company is engaged in a business that includes the installation and wiring
      of Digital Video Surveillance and Recording Systems, Access Control Security
      Systems, Network Data Security, Phone Systems, Information Technology (IT)
      Services and Related Equipment, that is provided to its corporate, commercial,
      retail, business and educational customers; and

     

    WHEREAS,
      the Company desires to employ the Employee as [_____________], and desires
      to
      provide him with compensation and other benefits on the terms and conditions
      set
      forth in this Agreement; and

     

    WHEREAS,
      the Employee wishes to accept such employment and perform services for the
      Company on the terms and conditions hereinafter set forth;

     

    NOW
      THEREFORE, it is hereby agreed by and between the parties as
      follows:

     

    1.       Employment.

     

    (a)       Subject
      to the terms and conditions of this Agreement, the Company agrees to employ
      Employee during the term hereof as its [____________]

     

    (b)       Subject
      to the terms and conditions of this Agreement, Employee hereby accepts
      employment as [____________] of the Company and agrees to devote his full
      working time and efforts, to the best of his ability, experience and talent,
      to
      the performance of services, duties and responsibilities on behalf of the
      Company, or at the Company’s option, any affiliate of the Company in connection
      therewith.

     

    2.       Term
      of Employment.
      Employee’s term of employment under this Agreement (the “Term”)
      commenced on the Effective Date and, subject to the terms hereof, shall continue
      for two (2) years until March 5, 2009. At such time, this Agreement shall
      automatically terminate.

     

    3.       Compensation.

     

    (a)       Salary.
      During
      the Term, the Company shall pay Employee a base salary at the rate of One
      Hundred Twenty-Five Thousand Dollars ($125,000) per annum (“Base
      Salary”).
      The
      Base Salary shall be payable in accordance with the ordinary payroll practices
      of the Company, but no less frequently than semi-monthly. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)       Bonus.
      As an
      inducement to the Employee, during the Term of this Agreement and any renewal
      or
      extension period thereafter, the Employee, provided Employee is duly employed
      by
      the Company in accordance with the terms hereof at the time of the award of
      such
      bonus, shall be entitled to receive an annual bonus in the amount and pursuant
      to the terms and conditions set forth in Schedule
      A
      attached
      hereto. 

     

    (c)       Compensation
      Plans and Programs.
      Employee shall be eligible to participate in the Company’s 2006 Stock Option
      Plan or any other compensation plan maintained by the Company in which other
      employees of the Company participate, on similar terms.

     

    4.       Employee
      Benefits.

     

    (a)       Medical
      and Dental Plans.
      The
      Company shall provide to the Employee and his family, during the Term, or any
      renewal or extension thereafter, with coverage under all employee medical and
      dental benefit programs, plans or practices adopted by the Company and made
      available to all employees of the Company. 

     

    (b)       Life
      and Disability Insurance Benefit Plans.
      The
      Company shall provide Employee during the Term, or any renewal or extension
      thereafter, with coverage under all employee life insurance and disability
      insurance plans as may be adopted and in effect by the Company and made
      available to all employees of the Company.

     

    (c)       Vacation
      Benefit.
      The
      Employee shall be entitled to three (3) weeks paid vacation in each calendar
      year (but no more than ten (10) consecutive business days at any given time),
      which shall be taken at such times as are consistent with Employee’s
      responsibilities hereunder. The Employee’s vacation schedule shall be submitted
      and approved by the Company. The Employee agrees and understands that vacation
      days shall not be taken during any period upon which the Company is undergoing
      a
      financial audit by its approved financial auditors. Unless otherwise approved
      by
      the Company, any vacation days not taken in any calendar year shall be forfeited
      without payment therefore.

     

    5.       Termination
      of Employment.
      The
      Company may terminate Employee’s employment at any time for any
      reason.

     

    6.       Termination
      in the Event of Death or Disability.
      For purposes
      of this Agreement, “Permanent
      Disability”
shall
      mean a disability that would entitle Employee to receive benefits under the
      Company’s long-term disability plan as in effect from time to time or, if no
      such policy be in effect, which prevents the Employee from performing his duties
      hereunder for one hundred eighty (180) consecutive days or more. 

     

    (a)       In
      the event that Employee’s employment is terminated as a result of the Employee’s
      permanent disability or by the Employee’s death, then Employee or his Estate
      shall only be entitled to receive Base Salary and Bonuses already earned and
      accrued through the date of termination. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)       In
      the event of termination of the Employee due to Employee’s death or permanent
      disability, Employee’s benefits under the Company’s 2006 Stock Option Plan shall
      terminate pursuant to the terms set forth in such plan. Notwithstanding the
      foregoing, in the event of termination due to death, Employee’s option shall
      immediately vest. All other such benefits identified herein shall be maintained
      and in effect for three (3) additional months by the Company. After the
      termination of Employee’s employment under this Section 6 and payment of all
      amounts due to Employee under the terms of this Agreement, the obligations
      of
      the Company under this Agreement to make any further payments, or provide any
      benefits specified herein (other than benefits required to be provided by
      applicable law or under the terms of any employee benefit of the Company in
      which the Employee was a participant) to Employee shall thereupon cease and
      terminate. 

     

    7.       No
      Conflicts of Interest.
      The
      Employee shall not, directly or indirectly, engage or become interested in
      any
      other business, whether or not such business is competitive with the business
      of
      the Company, during the period of the Employee’s employment hereunder, or any
      renewals or extensions thereof.

     

    8.       Nondisclosure
      of Confidential Information; Ownership of Inventions.
      The
      Employee shall not, without the prior written consent of the Company, use,
      divulge, disclose or make accessible to any other person, firm, partnership,
      corporation, competitor or other entity, any Confidential Information pertaining
      to the business or affairs of the Company, except (i) while employed by the
      Company, in the business of and for the benefit of the Company, or (ii) when
      required to do so by a Court of competent jurisdiction, by any governmental
      agency having supervisory authority over the business of the Company, or by
      any
      administrative body or legislative body (including a Committee thereof) with
      jurisdiction to order the Employee to divulge, disclose or make accessible
      such
      information. 

     

    For
      purposes of this Section 8, “Confidential
      Information”
shall
      mean non-public information concerning financial data, strategic business plans,
      sales or marketing plans, or other proprietary marketing data, proprietary
      information, contracts or agreements with customers, vendors or consultants,
      and
      other non-public, proprietary and confidential information of the Company or
      any
      of the Company’s affiliates that is not otherwise available to the public (other
      than by the Employee’s breach of the terms hereof).

     

    Employee
      further agrees that (a) all inventions, developments or improvements made by
      Employee, either alone or in conjunction with others, during the course of
      Employee’s employment by the Company or any affiliate of the Company, if reduced
      to writing or practice during such Term, which relate to the business of the
      Company or any of its affiliates, shall be the exclusive property of the
      Company. Employee shall promptly disclose any such invention, development or
      improvement to the Company, and, at the request and expense of the Company,
      shall assign all of Employee’s rights to the same to the Company. Employee shall
      sign all instruments necessary for the filing and prosecution of any
      applications for or extension or renewals of letters patent of the United States
      or any foreign country, which the Company desire to file.

     

    All
      copyrightable work by Employee relating to the businees of the Company or any
      affiliate of the Company during the Term of Employee’s employment by the Company
      or any of its affiliates is intended to be “work made for hire” as defined in
      Section101 of the Copyright Act of 1976, as amended, and shall be the property
      of the Company. If the copyright to any such copyrightable work is not the
      property of the Company by operation of law, Employee will assign to the Company
      all right, title and interest in such copyrightable work and will assist the
      Company and its nominees in every reasonable way, at the Company’s expense, to
      secure, maintain and defend for the Company’s benefit copyrights and any
      extensions and renewal thereof on any and all such work including translations
      thereof in any and all countries, such work to be and to remain the property
      of
      the Company whether copyrighted or not.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9.       Non-solicitation.
      For a
      period two (2) years from the date of termination of this agreement Employee
      shall not contact or solicit any of the Company’s customers, shareholders,
      partners, members or employees.

     

    10.       Covenant
      Not to Compete.
      Employee will not, at any time, during the term of this Agreement, and for
      one
      (1) year thereafter, either directly or indirectly, engage in, with or for
      any
      enterprise, institution, whether or not for profit, business, or company,
      competitive with the business (as identified herein) of the Company or the
      business of any affiliate of the Company, as such business may be conducted
      on
      the date thereof or hereafter, as a creditor, guarantor, or financial backer,
      stockholder, director, officer, consultant, advisor, employee, member, or
      otherwise of or through any corporation, partnership, association, sole
      proprietorship or other entity; provided, that an investment by the Employee,
      his spouse or his children is permitted if such investment is not more than
      four
      percent (4%) of the total debt or equity capital of any such competitive
      enterprise or business. As used in this Agreement, the business of the Company
      shall be deemed to include any business which directly competes with the Company
      or any of the Company’s affiliates.

     

    11.       Specific
      Performance.
      Since
      the Company will be irreparably damaged if the provisions of Sections 7 - 10
      hereof are not specifically enforced, the Company shall be entitled to an
      injunction restraining any violation of this Agreement by the Employee (without
      any bond or other security being required), or any other appropriate decree
      of
      specific performance. Such remedies shall not be exclusive and shall be in
      addition to any other remedy which the Company may have.

     

    12.       Notices.
      All
      notices or communications hereunder shall be in writing, addressed as
      follows:

     

    
      	If to the Company, to: 	Juma Acquisition Corp.
	 	154 Toledo Street
	 	Farmingdale,
              NY 11735
	 	Attention: David
              Giangano


    

     

    ;
      if to
      the Employee, to the address set forth in the preamble of this
      Agreement.

     

    Any
      such
      notice or communication shall be delivered by hand or by courier or sent
      certified or registered mail, return receipt requested, postage prepaid,
      addressed as above (or to such other address as such party may designate in
      a
      notice duly delivered as described above), and the third business day after
      the
      actual date of mailing shall constitute the time at which notice was
      given.

     

    13.       Waiver.
      The
      failure of a party to insist upon strict adherence to any term of this Agreement
      on any occasion shall not operate or be construed as a waiver of the right
      to
      insist upon strict adherence to that term or any other term of this Agreement
      or
      any other occasion. Any waiver must be in writing with proper notice given
      as
      per Section 10 above.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    14.       Separability.
      If any
      provision of this Agreement shall be declared to be invalid or unenforceable,
      in
      whole or in part, such invalidity or unenforceability shall not affect the
      remaining provisions hereof, which shall remain in full force and
      effect.

     

    15.       Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the heirs and
      representatives of Employee and the assigns and successors of the Company,
      but
      neither this Agreement nor any rights or obligations hereunder shall be
      assignable or otherwise subject to hypothecation by Employee (except by will
      or
      by operation of the laws of intestate succession) or by the Company, except
      that
      the Company may assign this Agreement to any affiliate or successor (whether
      by
      merger, purchase or otherwise) of all or substantially all of the stock, assets
      or businesses of the Company, if such affiliate or successor expressly agrees
      to
      assume the obligations of the Company hereunder.

     

    16.       Amendment.
      This
      Agreement may only be changed, modified or amended by written agreement of
      the
      parties hereto. Any alleged oral modifications or amendments shall be deemed
      null and void.

     

    17.       Beneficiaries;
      References.
      The
      Employee shall be entitled to select (and change to the extent permitted under
      applicable law) a beneficiary or beneficiaries to receive any compensation
      or
      benefit payable hereunder following the Employee’s death, and may change such
      election, in either case by giving the Company written notice thereof. In the
      event of the Employee’s death or a judicial determination of his incompetence,
      reference in this Agreement to the Employee shall be deemed, where appropriate,
      to refer to his beneficiary, estate or other legal representative. Any reference
      to the masculine gender in this Agreement shall include, where appropriate,
      the
      feminine.

     

    18.       Survival.
      Notwithstanding the termination of the Employee’s employment hereunder, the
      provisions hereof shall, unless the context otherwise requires, survive such
      termination.

     

    19.       Complete
      Agreement.
      This
      Agreement contains the entire understanding between the parties and is intended
      to be the complete and exclusive statement of the terms and conditions of the
      agreement between the parties and supersedes in all respects any prior agreement
      or understanding between the Company and the Employee as to employment
      matters.

     

    20.       Withholding. The
      Company shall be entitled to withhold from payment to the Employee, any amount
      of withholding required by law.

     

    21.       Governing
      Law.
      This
      Agreement shall be construed, interpreted and governed in accordance with the
      laws of the State of New York, without reference to rules relating to conflicts
      of law.

     

    22.       Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original.

     

    23.       Attorneys’
      Fees.
      In the
      event that any proceeding has been commenced to interpret, construe, or enforce
      this Agreement, the prevailing party shall be entitled to seek its reasonable
      attorneys’ fees.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

     

    
      	 	 	 
	 	
              JUMA
                ACQUISITION CORP.

            
	 
 	 
 	 
 
	 	By:  	 
	 	Name:
	 	Title:


    

    
      	 	 	 
	 	 	 
	 	COMPANY
              NAME
              CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	Name:
	 	Title:


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Schedule
      A

    


    Juma
      Acquisition Corp.

    Salary
      & Benefit Table

    


    
      	
              Name
                and Title

            	
              Salary

            	
              Annual
                Bonus

            
	
               

              Albert
                Rodriquez

            	
               

              $
                125,000

            	
               

              As
                determined by the Board of Directors of the Company, up to five times
                base
                salary-in a combination of cash and restricted stock of Juma (50-50)-based
                on mutually agreed upon performance
                criteria.