EXHIBIT
      10.2

    


    Form
      of
      Employment Agreement, dated as of August 1, 2008, by and among Audience Response
      Systems, Inc., Campus Group Companies, Inc., iDNA, Inc. and Steven
      Campus.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT
      (this
“Agreement”),
      effective as of August 1, 2008 (the “Effective
      Date”),
      by
      and among STEVEN
      CAMPUS
      (“Executive”),
      AUDIENCE
      RESPONSE SYSTEMS, INC.
      (“ARSI”),
      a New
      York corporation and CAMPUS
      GROUP COMPANIES, INC.
      (“CGCI”),
      a New
      York corporation (ARSI
      and
      CGCI, “Employers”
and
      each an “Employer”)
      are
      hereinafter sometimes referred to collectively as the “Parties”
and
      each as a “Party.”

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants hereinafter set forth
      and
      other good and valuable consideration, the receipt and sufficiency of which
      is
      hereby acknowledged, the parties hereto hereby agree as follows:

     

    1. Employment
      of Executive

     

    Each
      Employer hereby agrees to employ Executive, and Executive hereby agrees to
      be
      and remain in the employ of each Employer, upon the terms and conditions
      hereinafter set forth.

     

    2. Employment
      Period; Employment Year

     

    2.1 Employment
      Period.
      Subject
      to earlier termination as provided in Section
      5
      hereof,
      the term of Executive's employment under this Agreement shall commence as of
      the
      Effective Date and shall continue for a period (the “Initial
      Employment Period”)
      ending
      on July 31, 2011. As used herein, “Employment
      Period”
means
      the Initial Employment Period plus any extension of the term of Executive's
      employment under this Agreement that has been made as provided
      above.

     

    2.2 Employment
      Year. 
      As used
      herein, an “Employment
      Year”
means
      the period commencing on the date hereof and ending on July 31, 2009 and each
      successive twelve month period commencing on August 1st
      and
      ending on the following July 31st.

     

    
      
        
        

      

      
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    3. Duties
      and Responsibilities; Place of Performance

     

    3.1. Duties
      and Responsibilities.
      During
      the Employment Period, Executive shall have the titles of, and shall serve
      as,
      President of each of Employers and their subsidiaries, if any. During the
      Employment Period, Executive shall devote all of his business time to Employers
      and their subsidiaries (if any) and to his duties and responsibilities
      hereunder. During the Employment Period, Executive shall perform such duties
      and
      obligations (not inconsistent with his positions as President of each of
      Employers) as may be assigned to him from time to time by the Board of Directors
      of any Employer (the “Board”)
      or by
      the Chairman or Chief Executive Officer of iDNA, Inc. (“iDNA”), parent to each
      of the Employers. During the Employment Period, Executive shall (subject to
      the
      next following sentence) have authority and responsibility to manage all
      day-to-day business and operations of each of Employers and their subsidiaries
      (if any), including the hiring of all personnel. Notwithstanding anything
      contained herein to the contrary, Executive shall not have authority or
      responsibility, without the consent or approval of the Board of the relevant
      Employer or the Chairman or Chief Executive Officer of iDNA, to cause any
      Employer (or any subsidiary of any Employer) to take (or allow or permit any
      Employer (or any subsidiary of any Employer) to take), and Executive shall
      not
      cause any Employer (or any subsidiary of any Employer) to take (or allow or
      permit any Employer (or any subsidiary of any Employer) to take), any of the
      following actions: (a) terminate or cease any business or line of business
      of
      any Employer (or such subsidiary) if such business or line of business has
      generated revenues of at least fifty thousand dollars ($50,000) during the
      preceding Fiscal Year (as hereinafter defined); (b) commence any new business
      or
      line of business or acquire any new business or line of business from any Person
      (as hereinafter defined); (c) grant any security interest in, or lien on, any
      of
      the assets or property of any Employer (or such subsidiary), unless the
      aggregate amount of all of the obligations secured by such grant and all prior
      grants does not exceed $50,000; (d) sell, transfer or otherwise dispose of
      any
      of the assets or property of any Employer (or such subsidiary) other than in
      the
      ordinary course of its business consistent with past practices (which shall,
      to
      the extent applicable, include the past practices of the relevant Campus
      Companies); (e) loan or advance any funds; (f) guaranty or otherwise act as
      a
      surety with respect to any obligations of any other Person; (g) borrow any
      funds
      or money, unless the aggregate amount of all funds and money so borrowed,
      inclusive of any funds or money previously borrowed, does not exceed $50,000;
      (h) make or incur any expenditure (other than a capital expenditure) in excess
      of one hundred thousand dollars ($100,000) unless such expenditure has been
      incurred in order to enable an Employer (or such subsidiary) to fulfill its
      obligation under a contract entered into by such Employer (or such subsidiary)
      with a client or customer and such expenditure (I) is provided to be recovered
      by such Employer (or such subsidiary) pursuant to such contract or (II) has
      been
      included in the pricing of such contract; (i) make or incur any capital
      expenditure (including, without limitation, pursuant to any capitalized lease)
      unless such capital expenditure (A) has been incurred in order to enable an
      Employer (or such subsidiary) to fulfill its obligation under a contract entered
      into by such Employer (or such subsidiary) with a client or customer and such
      capital expenditure (I) is provided to be recovered by such Employer (or such
      subsidiary) pursuant to such contract or (II) has been included in the pricing
      of such contract or (B) (I) such capital expenditure, when aggregated with
      all
      other capital expenditures that have been made or incurred during the Fiscal
      Year, does not exceed one-hundred thousand dollars ($100,000) and (II) such
      capital expenditure is not made or incurred during or for any Fiscal Year if
      the
      Available Cash Flow (as hereinafter defined) for such Fiscal Year is or would
      be
      (whether or not after taking into consideration such capital expenditure) less
      than one million dollars ($1,000,000); (j) enter into or make any contract,
      agreement or other commitment that (i) would require payments during any
      consecutive twelve-month period in excess of one hundred thousand dollars
      ($100,000) or
      (ii)
      have a term that is either (A) more than one (1) year or (B) extends beyond
      the
      end of the Employment Period; (k) enter into any contract with, or make any
      commitment to, any affiliate of Executive; (l) hire any executive officer (or
      otherwise retain a person to provide services normally provided by an executive
      officer); or (m) grant to any employee any compensation package (including,
      without limitation, any employee or fringe benefits) not consistent with such
      Employer’s (or such subsidiary’s) customary past policies or practices as
      approved by the Board of such Employer (or such subsidiary). If Executive shall
      have made a request for authority and permission to do any of the things set
      forth in the foregoing clauses (a) through (m) and shall not have received
      consent or approval therefor from the Board of the relevant Employer or the
      Chairman or Chief Executive Officer of iDNA, then, at Executive’s request, such
      request shall be referred to the Board of Directors of iDNA for its
      consideration and Executive shall be given an opportunity to convince such
      Board
      to grant such request. As used herein, “Person”
means
      any individual, corporation, partnership, limited liability company, trust,
      business trust, association or other entity, and “Fiscal
      Year”
means
      any twelve consecutive month period beginning August 1st
      and
      ending on the following July 31st.

     

    
      
        
        

      

      
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    3.2. Place
      of Performance.
      In
      connection with his employment during the Employment Period, Executive shall
      be
      based in New York, New York or such other principal offices of an Employer
      or
      any of its subsidiaries (if any) as may be established in the future by the
      respective Board, which principal offices shall not (without the written consent
      of Executive, which consent shall not be unreasonably withheld or delayed)
      be
      moved more than twenty-five (25) miles (measured in a straight line and not
      over
      streets or roadways) from the location of the current offices in Bohemia or
      New
      York, New York; provided,
      however,
      that
      the principal offices of any Employer (or any of its subsidiaries) may be moved
      without Executive’s consent if the distance from Executive’s then primary
      residence to the new location is not greater (measured in a straight line and
      not over streets or roadways) than the distance from Executive’s then primary
      residence to the then existing location of the principal offices of such
      Employer (or any of its subsidiaries). Executive shall not be required, without
      his consent, to undertake more extensive travel than the travel in which he
      has
      been engaged in connection with the prior business of any of
      Employers.

     

    4. Compensation
      and Related Matters

     

    4.1 Base
      Salary.
      Employers shall pay to Executive an aggregate base salary (the “Base
      Salary”),
      which
      during the First Employment Year shall be at the rate of one hundred thousand
      dollars ($100,000) per annum (the “Initial
      Base Salary”).
      The
      Base Salary shall be paid to Executive in arrears in accordance with the
      customary practices of iDNA as applied to its executive officers.

     

    4.2 Discretionary
      Bonus.
      In
      addition to his Base Salary and any performance bonus to which he may be
      entitled pursuant to Section
      4.2
      hereof,
      Executive shall be entitled to such bonuses (if any), in such amounts and at
      such times, as the respective Boards, in their sole and absolute discretion,
      may
      approve.

     

    4.3 Automobile
      Allowance.
      Employers shall provide Executive with an aggregate monthly allowance during
      the
      Employment Period of $1,250 to cover the costs of a leased automobile, including
      maintenance, fuel and insurance. 

     

    4.4 Other
      Benefits.
      During
      the Employment Period, to the extent Executive is eligible and qualifies under
      their respective terms, Executive shall be entitled to receive such fringe
      benefits as are from time to time hereafter generally provided by Employers
      to
      their senior management employees or other employees (other than those provided
      under or pursuant to separately negotiated individual employment agreements
      or
      arrangements) under any pension or retirement plan, disability plan or
      insurance, group life insurance, medical insurance, accidental death and
      dismemberment insurance, travel accident insurance or other similar plan or
      program of the respective Employer. Subject to Executive being eligible and
      qualifying therefor, Employers shall, in a manner and amount consistent with
      insurance generally provided by iDNA to its senior executive officers, provide
      short-term and long-term disability insurance for Executive. 

     

    
      
        
        

      

      
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    4.5 Expense
      Reimbursement.
      Employers shall reimburse Executive for all business expenses reasonably
      incurred by him in the performance of his duties under this Agreement upon
      his
      presentation of signed, itemized accounts of such expenditures, all in
      accordance with Employers’ Policies And Practices. As used herein, “Employers’
      Policies and Practices”
means
      the policies, procedures and practices of Employers, as approved by the Boards
      of Employers and in effect from time to time, which policies, procedures and
      practices are anticipated to be the same or substantially the same as the
      corresponding policies and procedures applicable to iDNA’s senior
      management.

     

    4.6 Vacations. Executive
      shall be entitled to twenty (20) days paid vacation for each Employment Year
      during the Employment Period, in
      accordance with Employers’ Policies and Practices. Executive shall also be
      entitled to paid holidays and personal days in accordance with Employers’
Policies and Practices. 

     

    5. Termination
      of Employment 

     

    5.1 Termination
      Without Cause; Voluntary Termination by Executive.
      Employers may, by written notice to Executive at any time following the end
      of
      the third Employment Year, terminate the Employment Period and this Agreement
      without Cause (as defined below). Executive
      may, by written notice to Employers and iDNA at any time during the Employment
      Period, voluntarily resign from Employers and terminate the Employment Period
      and
      this
      Agreement by
      giving
      written notice of his intention to do so at least ninety (90) days in advance.
      A
      termination under this Section
      5.1
      shall be
      effective immediately or, in the case of such a voluntary resignation, upon
      the
      date set forth in such written notice.

    


    5.2 By
      Employers for Cause.
      Employers may, at any time during the Employment Period, by written notice
      to
      Executive, terminate the Employment Period and this Agreement for Cause, which
      termination shall be effective immediately except as otherwise provided
      below.
      Such
      notice shall set forth in reasonable detail the basis for such termination.
      In
      the event that it is reasonably practical for Executive to cure or correct
      the
      circumstances set forth in such notice, the termination shall not be effective
      until the date that is thirty (30) days following the date on which such notice
      is given, and the circumstances set forth in the notice shall not constitute
      “Cause” if within such 30 days Executive
      cures or
      corrects such circumstances. Employers shall have "Cause"
      to
      terminate Executive's employment hereunder upon Executive's:

    


    (a) fraud,
      embezzlement or any other illegal act committed intentionally by Executive
      in
      connection with Executive's duties as an executive of any Employer or any
      subsidiary or affiliate of any Employer that causes or may reasonably be
      expected to cause substantial economic injury to any Employer or any subsidiary
      or affiliate of any Employer;

    


    (b) conviction
      of any felony that causes or may reasonably be expected to cause substantial
      economic injury to any Employer or any subsidiary or affiliate of any
      Employer;

    


    (c) breach
      or
      violate any term or condition of this Agreement or of that certain Non-Competition
      And Non-Solicitation Agreement, dated as of even date herewith, by and among
      iDNA, Employers and Executive;
      or



    
      
        
        

      

      
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    (d) willful
      or grossly negligent commission of any other act or failure to act that causes
      or may reasonably be expected (as of the time of such occurrence) to cause
      substantial economic injury to or substantial injury to the reputation of
any
      Employer
      or any subsidiary or affiliate of any
      Employer,
      including, without limitation, any material violation of the Foreign Corrupt
      Practices Act, as described below. An act or failure to act on the part of
      Executive shall be considered “willful” if done, or omitted to be done, by
      Executive in bad faith or without a reasonable belief that the act or omission
      was in the best interest of Employers.

    


    5.3 By
      Executive for Good Reason.
      Executive may, at any time during the Employment Period by written notice to
      Employers and iDNA, terminate the Employment Period and this Agreement for
      Good
      Reason (as defined below), which termination shall be effective immediately
      subject to the notice and cure period provided for below. For the purposes
      hereof, “Good
      Reason”
means
      any of the following without Executive's consent: (A) subject to Section
      3
      above, a
      material and adverse change in the nature and scope of Executive's authority
      and
      duties or (B) a material breach of this Agreement by Employers (including,
      but
      not limited to, failure to pay any amount due to Executive when due);
provided,
      however,
      that
      the circumstances set forth in the foregoing clauses (A) and (B) will not
      constitute Good Reason unless Executive shall have given Employers and iDNA
      written notice of his election to terminate this Agreement for Good Reason
      (which notice shall set forth in reasonable detail the circumstances giving
      rise
      to such election to terminate) and Employers shall have failed to cure or
      correct such circumstances within thirty (30) days of their receipt of such
      notice.

     

    5.4 Disability.
      During
      the Employment Period, if, as a result of physical or mental incapacity or
      infirmity, Executive shall be unable to perform any of his duties under this
      Agreement for (i) a period of at least one hundred and twenty (120) consecutive
      days or (ii) periods aggregating at least 180 days during any period of twelve
      (12) consecutive months (each a “Disability
      Period”),
      and
      at the end of the Disability Period there is no reasonable probability that
      Executive can promptly resume his duties hereunder, Executive shall be deemed
      disabled (the “Disability”)
      and
      Employers, by written notice to Executive, shall have the right to terminate
      the
      Employment Period and this Agreement for Disability either at, as of or after
      the end of the Disability Period. The existence of the Disability shall be
      determined by a reputable, licensed physician. The parties (with iDNA acting
      on
      behalf of Employers for this purpose) shall attempt to agree on such a
      physician. In the event the parties are unable to so agree, such physician
      shall
      be selected by an arbitrator provided by the American
      Arbitration Association in New York, New York.
      Executive shall cooperate in all reasonable respects to enable an examination
      to
      be made by such physician.

     

    5.5 Death.
      The
      Employment Period and this Agreement shall terminate on the date of Executive's
      death.

     

    
      
        
        

      

      
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    6. Termination
      Compensation

     

    6.1 Termination
      by Employer without Cause or by Executive for Good Reason.
      If the
      Employment Period is terminated by Employers without Cause or by Executive
      for
      Good Reason, Employers will pay to Executive the lesser of (a) one dollar ($1)
      less than the amount that would constitute a “excess parachute payment” under
      Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
      or
      (b) the amount of Base Salary to which Executive would be entitled for the
      balance of the Initial Employment Period or, if the term of Executive’s
      employment hereunder has been extended pursuant to Section
      2.1
      hereof,
      for the balance of the Employment Period. Employers shall pay to Executive
      such
      amount in a lump sum cash payment as soon as practicable following the effective
      date of such termination. Employers shall
      also continue to provide Executive with all employee benefits that he was
      participating in or receiving at the effective
      date of termination
      for a
      period (the “Post-Termination
      Period”)
      of one
      year or, if shorter, until the
      end
      of the Initial Employment Period or, if the term of Executive’s employment
      hereunder has been extended pursuant to Section
      2.1
      hereof,
      until the end of the Employment Period;
      provided,
      however,
      that,
      to the extent, as a consequence of such termination, Executive is not eligible
      to receive or does not qualify for such benefits for all or a portion of the
      Post-Termination Period, Executive shall be entitled to receive from Employers
      an amount (on a tax effective basis) equal to the out-of-pocket cost to
      Employers of such benefits for a period, immediately preceding such termination,
      equal to the portion of the Post-Termination Period during which such benefits
      are not provided.

     

    6.2 Termination
      by Reason of Death.
      If the
      Employment Period is terminated by death as contemplated by Section
      5.5
      hereof,
      Employers (a) shall, within thirty (30) days following the effective date of
      termination, pay to Executive’s estate (to the extent the same has not already
      been paid) Executive's Base Salary through the effective date of termination
      plus Executive's Base Salary for an additional ninety (90) days and (b) if
      Executive became entitled to any performance bonus prior to his death pursuant
      to Section
      4.2
      above,
      shall pay to Executive’s estate (to the extent the same has not already been
      paid) such performance bonus when Employers would have otherwise been obligated
      hereunder to pay such performance bonus to Executive.

     

    6.3 Certain
      Other Terminations.
      If the
      Employment Period is terminated pursuant to the provisions of Section
      5.2
      or
5.4
      hereof,
      Employers (a) shall, within thirty (30) days following the effective date of
      termination, pay to Executive (to the extent the same has not already been
      paid)
      his Base Salary through the effective date of termination and (b) if Executive
      was terminated on account of his Disability as contemplated by Section
      5.4
      above
      and Executive became entitled to any performance bonus prior to his Disability,
      shall pay to Executive (to the extent the same has not already been paid) such
      performance bonus when Employers would have otherwise been obligated hereunder
      to pay such performance bonus to Executive. Employers shall have no obligation
      to continue any other benefits provided for in Section
      4
      hereof
      or otherwise past the effective date of termination; provided,
      however,
      that
      the foregoing shall not relieve Employers from any mandatory obligations they
      may have under the Consolidated Omnibus Budget Reconciliation Act (COBRA) or
      other applicable law.

     

    6.4 No
      Other Termination Compensation.
      Executive shall not, except as set forth in this Section
      6,
      be
      entitled to any compensation or other consideration following termination of
      the
      Employment Period or his employment hereunder.

     

    6.5 Mitigation
      of Damages.
      In the
      event of any termination of Executive’s employment by Employers,
      Executive shall not be required to seek other employment to mitigate damages,
      and any income earned by Executive from other employment or self-employment
      shall not be offset against any obligations of Employers to Executive under
      this
      Agreement. Employers’
      obligations hereunder and Executive’s rights to payment shall not be subject to
      any right of set-off or other deduction by Employers
      not
      in
      the nature of customary withholding, other than in any judicial proceeding
      or
      arbitration.

     

    
      
        
        

      

      
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    7. Professional
      Liability Insurance; Indemnification

     

    7.1 Insurance.
      Employers will provide (to the extent the same is not provided by iDNA) coverage
      for Executive under a director and officer professional liability insurance
      policy.

     

    7.2 Indemnification.
      Employers shall indemnify Executive to the fullest extent permitted by law
      in
      effect as of the date hereof, or as hereafter amended, against all costs,
      expenses, liabilities and losses (including, without limitation, reasonable
      attorneys' fees, judgments, fines, penalties, ERISA excise taxes, penalties
      and
      amounts paid in settlement) reasonably incurred by Executive in connection
      with
      a Proceeding (as hereinafter defined). For the purposes of this section, a
      “Proceeding”
shall
      mean any action, suit or proceeding, whether civil, criminal, administrative
      or
      investigative, if Executive is made, or is threatened to be made, a party to,
      or
      a witness in, such action, suit or proceeding by reason of the fact that he
      is
      or was an officer, director or employee of any Employer (or any subsidiary
      thereof) or is or was serving as an officer, director, member, employee, trustee
      or agent of any other entity at the request of any Employer.

     

    (a) Notification
      and Defense of Claim.
      Promptly after receipt by Executive of notice of the commencement of any
      Proceeding, Executive will, if a claim in respect thereof is to be made against
      Employers under this Agreement, notify Employers in writing of the commencement
      thereof, but the omission to so notify Employers will not relieve Employers
      from
      any liability that they may have to Executive otherwise than under this
      Agreement. Notwithstanding any other provision of this Agreement, with respect
      to any such Proceeding as to which Executive gives notice to Employers of the
      commencement thereof:

     

    (i) Employers
      will be entitled to participate therein at their own expense; and

     

    (ii) Except
      as
      otherwise provided in this Section
      7.2(a)(ii),
      to the
      extent that they may wish, Employers, jointly with any other indemnifying party
      similarly notified, shall be entitled to assume the defense thereof, with
      counsel selected by Employers and approved by Executive, with such approval
      not
      to be unreasonably withheld or delayed. After notice from Employers to Executive
      of their election to so assume the defense thereof, Employers shall not be
      liable to Executive under this Agreement for any legal or other expenses
      subsequently incurred by Executive in connection with the defense thereof other
      than reasonable costs of investigation or as otherwise provided below. Executive
      shall have the right to employ Executive's own counsel in such Proceeding,
      but
      the fees and expenses of such counsel incurred after notice from Employers
      of
      their assumption of the defense thereof shall be at the expense of Executive
      unless (a) the employment of counsel by Executive has been authorized in writing
      by Employers, (b) Executive shall have reasonably concluded that there may
      be a
      conflict of interest between Employers and Executive in the conduct of the
      defense of such Proceeding (which conclusion shall be deemed reasonable if,
      without limitation, such action shall seek any remedy other than money damages
      and Executive would be personally affected by such remedy or the carrying out
      thereof) or (c) Employers shall not in fact have employed counsel to assume
      the
      defense of the Proceeding, in each of which cases the reasonable fees and
      expenses of counsel retained by Executive shall be at the expense of Employers.
      Employers shall not be entitled to assume the defense of any Proceeding brought
      against Executive by or on behalf of Employers or as to which Executive shall
      have reasonably reached the conclusion provided for in clause (b)
      above.

     

    
      
        
        

      

      
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    8. Confidentiality

     

    Unless
      otherwise required by law or judicial process, Executive shall retain in strict
      confidence during the Employment Period and after termination of Executive's
      employment with Employers all confidential or proprietary information known
      to
      Executive concerning Employers (or any of them) or any direct or indirect
      subsidiary or parent of any Employer and/or any aspect of the businesses of
      Employers (or any of them) or any such subsidiary or parent.
      The
      obligations of Executive pursuant to this Section
      8
      shall
      survive the expiration or termination of this Agreement for any reason
      whatsoever. 

     

    9. Mutual
      Non-Disparagement 

     

    Subject
      to Executive’s compliance with this Agreement, Employers shall not make any oral
      or written statement about Executive that is intended or reasonably likely
      to
      disparage Executive or otherwise degrade his reputation in the business or
      legal
      community. Subject to Employers’ compliance with this Agreement, Executive shall
      not make any oral or written statement about any Employers (or iDNA or any
      other
      affiliate of any Employer) that is intended or reasonably likely to disparage
      any Employers (or iDNA or any other affiliate of any Employer) or otherwise
      degrade the reputation of any Employer (or iDNA or any other affiliate of any
      Employer) in the business or legal community.

     

    10. Foreign
      Corrupt Practices Act 

     

    Executive
      agrees to comply in all material respects with the applicable provisions of
      the
      U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”),
      as
      amended, which provides generally that under no circumstances will foreign
      officials, representatives, political parties or holders or public offices
      be
      offered, promised or paid any money, remuneration or things of value, or
      provided any other benefit, direct or indirect, in connection with obtaining
      or
      maintaining contracts. When any representative, employee, agent or other
      individual or organization associated with Executive is required to perform
      any
      obligation related to or in connection with this Agreement, the substance of
      this Section
      10
      shall be
      imposed upon such person and included in any agreement between Executive and
      any
      such person. Failure by Executive to comply in all material respects with the
      provisions of the FCPA (other than an inadvertent violation on the basis of
      advice from counsel to Employers that the conduct in question is not a
      violation) shall constitute a material breach of this Agreement and shall
      entitle Employers to terminate Executive's employment for Cause. 

    


    11. Successors;
      Binding Agreement

     

    This
      Agreement and all rights of Executive hereunder shall inure to the benefit
      of
      and be enforceable by Executive and Executive's personal or legal
      representatives, executors, administrators, heirs, distributees, devisees and
      legatees. If Executive should die while any amounts would still be payable
      to
      him hereunder if he had continued to live, all such amounts, unless otherwise
      provided herein, shall be paid in accordance with the terms of this Agreement
      to
      Executive's devisee, legatee or other beneficiary or, if there be no such
      beneficiary, to Executive's estate.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    12. Survivorship

     

    The
      respective rights and obligations of the parties hereunder shall survive any
      termination of this Agreement to the extent necessary to the intended
      preservation of such rights and obligations.

     

    13. Miscellaneous

     

    13.1 Notices.
      Any
      notice, consent or authorization required or permitted to be given pursuant
      to
      this Agreement shall be in writing and shall be given as set forth in Section
      10.2 of the Stock Purchase Agreement, with any notice or other communication
      provided for herein to be sent or given to any Employer to also be sent or
      given
      to IDNA in the manner and at the address provided therein. 

     

    
      	
              If
                to iDNA:

               

            	
              iDNA,
                Inc.

              415
                Madison Avenue

              7th
                Floor

              New
                York, New York 10017

              Attn:
                James McNamara

              FAX:
                (212) 644-7070

            
	 	 
	
              With
                a copy to:

            	
              Reed
                Smith LLP

              599
                Lexington Avenue, 29th
                Floor

              New
                York, New York 10022

              Attn:
                Herbert F. Kozlov, Esq.

              FAX:
                (212) 521-5450

            
	 	 
	
              If
                to Steven Campus:

            	
              Steven
                Campus

              25
                Cross Pond Road

              Pound
                Ridge, NY 10576

              FAX:
                (914) 

              Attn:
                Steven Campus

            
	 	 
	
              With
                a copy to:

            	
              Reed
                Smith LLP

              2500
                One Liberty Place

              1650
                Market St

              Philadelphia,
                PA 19103

              Attn:
                Joseph M. Sedlack, Esquire

              FAX:
                (215) 851-1420

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    13.2 Withholding
      of Taxes.
      Employers are authorized to withhold (from any compensation or benefits payable
      hereunder to Executive) such amounts for income tax, social security,
      unemployment compensation and other taxes as shall be necessary or appropriate
      in the reasonable judgment of Employers to comply with applicable laws and
      regulations.

    


    13.3 Inventions;
      Work for Hire.
      Executive hereby agrees to assign, and does hereby assign, to Employers all
      of
      Executive's right, title and interest in and to any and all ideas, concepts,
      know-how, techniques, processes, inventions, discoveries, developments, works
      of
      authorship, innovations and improvements (collectively "Inventions"),
      whether patentable or subject to potential copyrights or not, that meet either
      or both of the following criteria: (A) such Inventions are conceived, made
      or
      developed in whole or in part by Executive (whether alone or in concert with
      others) at any time during the Employment Period, excepting only those that
      (i)
      Executive develops during the Employment Period entirely on Executive’s own time
      without using any employees, services, equipment, supplies, facilities or
      confidential or proprietary information of any Employer (or any of its
      subsidiaries or affiliates) and (ii) do not relate to, and are not useable
      in
      connection with, any Employer Business (as defined below); or (B) such
      Inventions (i) were or are conceived, made or developed by Executive (whether
      alone or in concert with others), whether prior to or during the Employment
      Period, and (ii) relate to, or are useable in connection with, any Employer
      Business. Executive agrees to promptly inform and disclose all Inventions to
      Employers and iDNA in writing and with respect to those Inventions that
      Executive is required to assign to Employers hereunder to provide all assistance
      reasonably requested by Employers in the preservation of Employers’ interests in
      the Inventions (such as by executing documents, testifying, etc.), such
      assistance to be provided at Employers’ expense but without additional
      compensation to Executive. Executive agrees that any work prepared by Executive
      during the Employment Period, which work is subject to assignment under this
      Section
      13.3
      and is
      eligible for United States copyright protection or protection under the
      Universal Copyright Convention, the Berne Copyright Convention and/or the Buenos
      Aires Copyright Convention, shall be a "work made for hire". In the event that
      any such work is deemed not to be a "work made for hire," Executive hereby
      assigns all right, title and interest in and to the copyright in such work
      to
      Employers and agrees to provide all assistance reasonably requested in the
      establishment, preservation and enforcement of Employers’ copyright in such
      work, such assistance to be provided at Employers’ expense but without any
      additional compensation to Executive. As used herein, “Employer
      Business”
means
      any business that was conducted or proposed to be conducted by any Employer
      prior to the date hereof or is conducted or proposed to be conducted by (a)
      any
      Employer, (b) any direct or indirect subsidiary of any Employer or (c) any
      other
      IDNA Company (as hereinafter defined) at any time during the period Executive
      is
      employed by any iDNA Company, and “iDNA
      Company”
means
      iDNA or any direct or indirect subsidiary of iDNA. 

    


    13.4 Miscellaneous
      Provisions. This Agreement shall be governed by and construed and enforced
      in
      accordance with the laws of the State of New York, without reference to the
      principles of conflicts of laws therein.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    13.5 Dispute
      Resolution and Arbitration.
      In the
      event that any dispute arises between the Employer and the Executive regarding
      or relating to this Agreement and/or any aspect of the Executive's employment
      relationship with the Employer, AND IN LIEU OF LITIGATION AND A TRIAL BY JURY,
      the parties consent to resolve such dispute through mandatory arbitration under
      the Commercial Rules of the American Arbitration Association, before a single
      arbitrator in New York, New York. The parties hereby consent to the entry of
      judgment upon award rendered by the arbitrator in any court of competent
      jurisdiction. Notwithstanding the foregoing, however, should adequate grounds
      exist for seeking immediate injunctive or immediate equitable relief, any party
      may seek and obtain such relief; provided that, upon obtaining such relief,
      such
      injunctive or equitable action shall be stayed pending the resolution of the
      arbitration proceedings called for herein. The parties hereby consent to the
      exclusive jurisdiction in the state and Federal courts located in the City
      of
      New York, County of New York and State of New York for purposes of seeking
      such
      injunctive or equitable relief as set forth above. Each side shall bear its
      own
      costs; however any fees assessed by the American Arbitration Association shall
      be allocated by the arbitrator in his/her sole discretion.

    


    13.6 Headings.
      All
      descriptive headings in this Agreement are inserted for convenience only and
      shall be disregarded in construing or applying any provision of this
      Agreement.

    


    13.7 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.

    


    13.8 Severability.
      If any
      provision of this Agreement, or any part thereof, is held to be unenforceable,
      the remainder of such provision and this Agreement, as the case may be, shall
      nevertheless remain in full force and effect.

    


    13.9 Entire
      Agreement and Representation.
      This
      Agreement contains the entire agreement and understanding between or among
      Employers, iDNA and Executive with respect to the subject matter hereof. No
      representations or warranties of any kind or nature relating to Employers or
      their several businesses, or relating to Employers’ assets, liabilities,
      operations, future plans or prospects have been made by or on behalf of
      Employers (or any of them) to Executive. This Agreement supersedes any prior
      or
      contemporaneous agreement (whether written or oral) between the parties relating
      to the subject matter hereof.

     

    13.10
      Scope
      of Liabilities of Employers Hereunder.
      Except
      as otherwise provided herein, the obligations of Employers hereunder shall
      be
      joint and several. However, except as otherwise expressly provided herein to
      the
      contrary, to the extent any Employer shall perform any obligation or duty
      hereunder, the other Employers shall be released and relieved of such obligation
      or duty.

     

    13.11 iDNA
      Guaranty.
      iDNA
      hereby
      irrevocably and unconditionally guarantees to Executive the full and timely
      performance by Employers of all of their payment and other obligations
      hereunder. Such guaranty is a guaranty of performance and not merely of
      collection, and Executive shall be entitled to proceed against iDNA
      without
      first (or simultaneously) commencing any action, or otherwise proceeding,
      against Employers or otherwise seeking to enforce this Agreement against
      Employers.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on as of the date first above
      written.

     

    

      
        	
                AUDIENCE
                  RESPONSE SYSTEMS, INC.

              	 	
                CAMPUS
                  GROUP COMPANIES, INC. 

              
	 	 	 	 	 
	
                By:
                  

              	 
	 	
                By:
                  

              	 

	
                Name:
                  Steven
                  Campus

              	 	
                Name:
                  Steven
                  Campus

              
	
                Title:
                  President

              	 	
                Title:
                  President

              
	 	 	 
	
                       

              	 	
                IDNA,
                  INC. 

              
	 
	 	 	 
	
                 

              	 	
                By:
                  

              	
                  


              
	
                STEVEN
                  CAMPUS 

              	 	
                Name:
                  James
                  McNamara

              
	 	 	
                Title:
                  Chairman

              


      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    NON-COMPETITION
      AND NON-SOLICITATION AGREEMENT

    


    NON-COMPETITION
      AND NON-SOLICITATION
      AGREEMENT
      (this
“Agreement”),
      effective as of July 31, 2008 (the “Effective
      Date”),
      between STEVEN
      CAMPUS
      (“Executive”)
      and
IDNA,
      INC.
      (“iDNA”),
      a
      Delaware corporation. Executive and iDNA
      are
      hereinafter sometimes referred to collectively as the “Parties”
and
      each as a “Party.”

     

    WHEREAS,
      in
      order to protect and preserve the investments of iDNA
      in the
Campus
      Group Companies, Inc. and Audience Response Systems, Inc,
      it is
      appropriate that Executive agree to the matters set forth herein;
      

     

    WHEREAS,
      iDNA
      would not enter into the Steve Campus Employment Agreement or Reduction of
      Purchase Price and Discharge of Indebtedness Agreement without the protections
      provided for herein; 

     

    WHEREAS,
      Executive desires to provide the protections provided for herein; and 

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing premises and the mutual covenants hereinafter
      set
      forth and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Parties, intending to be legally bound
      hereby, hereby agree as follows:

     

    1. Confidentiality

     

    Unless
      otherwise required by law or judicial process, Executive shall (except as
      otherwise herein expressly provided) retain in the strictest confidence all
      confidential or proprietary information known to Executive concerning any of
      the
iDNA
      Companies
      (as
      hereinafter defined) and/or any aspect of the businesses of any iDNA
      Company.
      Except
      as
      otherwise herein expressly provided
      to the
      contrary, the obligations of Executive pursuant to this Section
      1
      shall
      apply both during and after any period he may be employed by any iDNA Company
      and shall survive the expiration or earlier termination of any such employment,
      regardless of any reason for such expiration or earlier termination. As used
      herein, the
      “iDNA
      Companies”
means,
      collectively, iDNA any direct or indirect subsidiary of any of the foregoing.
      

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    2. Noncompetition

     

    2.1
       General.
      For the
      duration of the Non-Compete Period (as defined below), Executive shall not,
      directly or indirectly, engage in any Competitive Activity (as defined below).
      As used herein, “Competitive
      Activity”
means
      any of the following: (A) developing, supervising, directing, administering
      or
      managing, or acting as a consultant with respect to the development,
      supervision, direction, administration or management, of (I) any business that
      was conducted or proposed to be conducted by any iDNA
      Companies
      prior to
      the date hereof or is conducted or proposed to be conducted by and iDNA
      Companies
      or any
      direct or indirect subsidiary of any iDNA
      Companies
      at any
      time during the period Executive is employed by any iDNA Company (any business
      referred to in this clause (I) is hereinafter referred to as an “Acquired
      Business”)
      or
      (II) any other business that is conducted or proposed to be conducted by iDNA
      or
      any other iDNA Affiliate (as hereinafter defined) at any time during the period
      Executive is employed by any iDNA Company) (any business referred to in this
      clause (II) is hereinafter referred to as an “Affiliate
      Business”);
      (B)
      the participation, directly or indirectly, in any business that is the same
      as
      or substantially similar to, or is or would be competitive with, any Acquired
      Business or any Affiliate Business; and (C) becoming an employee, director,
      officer, consultant, independent contractor, lecturer or advisor of or to,
      or
      otherwise providing services to, any Person if Executive's duties or services
      relate in any manner to developing, supervising, directing, administering or
      managing any business that is the same as or substantially similar to, or is
      or
      would be competitive with, any Acquired Business or any Affiliate Business.
      Nothing contained herein, however, shall prohibit Executive from acquiring
      or
      holding any issue of stock or securities of any Person that has any securities
      listed on a national securities exchange or quoted in the daily listing of
      over-the-counter market securities, provided that at no time does he (together
      with members of his immediate family, any trust or trusts of which Executive
      is
      a trustee and any trust or trusts of which Executive or any member of his
      immediate family is a beneficiary) own more than five percent (5%) of the voting
      securities of any such Person. The obligations of Executive pursuant to this
      Section
      2
      shall
      apply for the full duration of the Non-Compete Period, including following
      the
      expiration or earlier termination of his employment by any iDNA Company,
      regardless of any reason for such expiration or earlier termination. As used
      herein, “iDNA
      Affiliate”
means
      any iDNA Company, any joint venture or partnership in which any iDNA Company
      is
      a partner or other participant and any Person in which any iDNA Company owns
      an
      equity interest equal to or in excess of five percent (5%). Notwithstanding
      the
      foregoing, following
      a Repurchase Event, the definition of “Competitive
      Activity”
shall
      be deemed to exclude (i) any reference to any Acquired Business and (ii) any
      reference to any business or activity included in the definition of Affiliate
      Business to the extent such business or activity would also be included in
      the
      definition of Acquired Business.

    


    2.2 Non-Compete
      Period.
      As used
      herein, “Non-Compete
      Period”
means
      the period commencing on the date hereof and extending to the end of two (2)
      years following the later to occur of the date Executive’s employment by any
      iDNA Company expires or is terminated.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    3. Nonsolicitation

     

    During
      the term of his employment by any of the iDNA Companies, Executive shall not,
      directly or indirectly, (a) solicit to enter into the employ of any other
      Person, or hire, any individual who is, or who within the prior twelve (12)
      months has been, an iDNA Employee (which, for the purposes of this Agreement,
      means any employee of any iDNA Company), (b) solicit, hire or take away, or
      attempt to solicit, hire or take away, any Person who or that is, or who or
      that
      has been, an iDNA Customer (which, for the purposes of this Agreement, means
      any
      client or customer of any iDNA Company) or (c) encourage any iDNA Customer
      to
      terminate, or otherwise adversely negotiate or otherwise change, its
      relationship with any iDNA Company. Following the expiration or earlier
      termination of his employment by the iDNA Companies and during the balance
      of
      the Non-Compete Period, Executive shall not, directly or indirectly, (a) solicit
      to enter into the employ of any other Person, or hire, any individual who is,
      or
      who within the one (1) year prior to the expiration or earlier termination
      of
      such employment has been, an iDNA Employee, (b) solicit, hire or take away,
      or
      attempt to solicit, hire or take away, any Person who or that is, or who or
      that
      has been, an iDNA Customer or (c) encourage any such iDNA Customer to terminate,
      or otherwise adversely negotiate or otherwise change, its relationship with
      any
      iDNA Company. The obligations of Executive pursuant to this Section
      3
      shall
      apply for the full duration of the Non-Compete Period, including following
      the
      expiration or earlier termination of his employment by any iDNA Company,
      regardless of any reason for such expiration or earlier termination.
      Notwithstanding the foregoing, following
      a Repurchase Event, the definition of “iDNA
      Employee”
shall
      be deemed to exclude any individual who has been an employee of any of the
      Purchased Corporations or any of their subsidiaries and “iDNA
      Customer”
shall
      be deemed to exclude any client
      or
      customer of any
      of
      the iDNA Companies.

     

    4. Successors;
      Binding Agreement

     

    This
      Agreement and all rights of iDNA hereunder shall inure to the benefit of and
      be
      enforceable by iDNA and its successors and assigns. Executive acknowledges
      and
      agrees that the scope and duration of this Agreement and the restrictions and
      protections contained herein are reasonable, necessary and appropriate.


     

    5. Miscellaneous

     

    5.1 Notices.
      Any
      notice, consent or authorization required or permitted to be given pursuant
      to
      this Agreement shall be in writing and be given as provided in Section 13.1
      of
      the Employment Agreement.

    


    5.2 Miscellaneous
      Provisions.
      This
      Agreement is subject to certain provisions, as to governing law and other
      matters, as set forth in Section
      13.4 of the Employment Agreement.

    


    5.3 Headings.
      All
      descriptive headings in this Agreement are inserted for convenience only and
      shall be disregarded in construing or applying any provision of this
      Agreement.

    


    5.4 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument.

    


    5.5 Severability.
      If any
      provision of this Agreement, or any part thereof, is held to be unenforceable,
      the remainder of such provision and this Agreement, as the case may be, shall
      nevertheless remain in full force and effect.

    


    5.6 Entire
      Agreement and Representation.
      This
      Agreement contains the entire agreement and understanding between the Parties
      with respect to the subject matter hereof. This Agreement supersedes any prior
      or contemporaneous agreement (whether written or oral) between the Parties
      relating to the subject matter hereof.

    


    [signatures
      appear on the following page.]


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Parties hereto have executed this Agreement as of the date first above
      written.

     

    
      
        	
                CAMPUS
                  GROUP COMPANIES, INC. 

              	 	 
	 	 	 	 
	
                By:

              	 
	 	 

	
                Name:
                  

              	
                James
                  McNamara

              	 	
                STEVEN
                  CAMPUS

              
	
                Title:

              	
                Chairman

              	 	 


      

    

    


    
      	
              
                AUDIENCE RESPONSE SYSTEMS, INC.

              

            
	 	 
	
              By:

            	 

	
              Name:
                James
                McNamara

            
	
              Title:
                Chairman

            


    


    
      
        
        

      

      
        17