Exhibit 10.4
                              [Company Letterhead]


                                                               3619 Kennedy Road
                                             South Plainfield, New Jersey  07080
                                                   Telephone +1 (0) 908 756 2000
                                                         Fax +1 (0) 908 756 9242

January 12, 2005

IMC Development Group
c/o Mr. Peter Ayling

Dear Peter

In connection with the acquisition of the Cape Systems Group ("Cape") by Vertex
Interactive, Inc. ("Vertex"), this letter sets forth the general terms under
which IMC Development Group ("IMC") will procure the services of Mr. & Mrs.
Peter Ayling. We are pleased to offer Mr. Peter Ayling continued consulting
employment through IMC with the enlarged company as Vice President of Marketing
as per our discussions, on the terms set forth below:

1.       Responsibility :     To (i) manage the smooth integration of Cape
                              into the overall Vertex group; (ii) to develop
                              and execute a coherent marketing plan for the
                              consolidated companies; (iii) as part of this
                              remit, assist in the review and design of cross
                              marketing of different group products to the
                              various component companies' customer bases, and
                              (iv) the initiation and management of such sales
                              to select clients.

2.       Consulting Fee:      A consulting retainer of (pound)7,500 per month
                              payable monthly in arrears


3.       Bonus                A mutually agreeable incentive bonus of up to
                              $200,000 to be earned over the 18 moth period
                              from the Closing by achieving mutually agreeable
                              targets

4.       Stock Options:       Options totaling 1,800,000, (300,000 of which
                              shall vest immediately, the balance granted
                              under standard option plan vesting 33% per year
                              for 3 years); subject to and priced at the value
                              of Vertex Interactive stock at the close of
                              business on the date of approval by the Board of
                              Directors, provided, however, that such options
                              will vest immediately if your employment is
                              terminated by Vertex without cause (being gross
                              misconduct).


5.       Benefits:            As per your current package with Cape. All other
                              standard Vertex Interactive, Inc. employee
                              benefits for similarly situated executives for
                              which your are eligible.

<PAGE>

6.       Expenses:            Reimbursement of all expenses reasonably
                              incurred in the execution of your duties
                              herunder upon presentation of supporting
                              vouchers, receipts, etc.

7.       Term of Contract.    Not less than 18 months, provided that you shall
                              be entitled to 90 days notice if terminated
                              within first 24 months of your employment

We are further pleased to offer Mrs. Ayling continued consulting employment as
an administrative officer under this consulting agreement and the Consulting Fee
set forth above.

If this letter properly sets forth your understanding of our agreement, please
sign below and return one copy to the attention of Bobbie Martorano indicating
your acceptance of our offer retaining the other for your records. We look
forward to working with you.


VERTEX INTERACTIVE, INC.


/s/ NICHOLAS TOMS                   January 12, 2005
--------------------------          ----------------
By: Nicholas Toms                         Date
Chief Executive Officer


ACCEPTED FOR:
IMC GROUP


/s/ PETER AYLING                    January 12, 2005
-------------------------           ----------------
By:  Peter Ayling                         Date