August
        5,
        2008

      


      Anthony
        Vitagliano

      


      RE:
        Senior
        Vice President - General Counsel - Corporate Secretary 

      


      Dear
        Tony,

      


      We
        are
        pleased to make the following offer to you regarding future employment at
        ProLink Solutions, LLC.

      


      Position:
        Senior Vice President - General Counsel - Corporate Secretary 

      


      Reports
        To: CEO

      


      Start
        Date: August 6, 2008

      


      Responsibilities:
        POSITION OVERVIEW:

       

      The
        General Counsel, Senior Vice President and Corporate Secretary will coordinate
        legal matters for ProLink and its subsidiaries including securities law
        compliance, M&A transactions, corporate governance, regulatory compliance,
        business contract review and the structuring/negotiating of sales contracts.
        Additionally, this position is responsible for providing legal guidance to
        management and to the Board of Directors. 

       

      The
        General Counsel is responsible for the following areas: 

       

      
        	 	
                Ø

              	
                Managing
                  SEC regulatory compliance and reporting requirements including
                  Sarbanes
                  /Oxley compliance and reporting

              


      

      
        	 	
                Ø

              	
                All
                  Human resource issues with the human resource department reporting
                  to you
                  including budget and financial
                  issues

              


      

      
        	 	
                Ø

              	
                Managing
                  and monitoring all matters of corporate law.


              


      

      
        	 	
                Ø

              	
                Advising
                  on matters of corporate governance.


              


      

      
        	 	
                Ø

              	
                Providing
                  guidance and support to management on legal matters as requested.
                  

              


      

      
        	 	
                Ø

              	
                Overseeing
                  regulatory and legal compliance. 

              


      

      
        	 	
                Ø

              	
                Resolve
                  sales terms and conditions issues with customer’s legal counsel.
                  

              


      

      
        	 	
                Ø

              	
                Support
                  all collection matters include process for Collection of accounts
                  receivables

              


      

      
        	 	
                Ø

              	
                Support
                  all lease portfolio monitoring, collections and
                  reporting

              


      

      
        	 	
                Ø

              	
                Overseeing
                  the engagement of third party law firms (as appropriate) and maintaining
                  oversight and appropriate budgets and cost controls over the law
                  firm’s
                  activities related to: lawsuits, Intellectual property, Contracts
                  for
                  business worldwide, and Import / export laws.


              


      

      
        	 	
                Ø

              	
                Working
                  with CEO on mergers, acquisitions, and financings including drafting
                  and
                  negotiating contracts, and legal due diligence.


              


      

      
        	 	
                Ø

              	
                Review
                  third party vendor contracts. 

              


      

      
        	 	
                Ø

              	
                Attend
                  Board of Directors and Committee Meetings and prepare all Board
                  minutes.
                  

              


      

      
        	 	
                Ø

              	
                Researching,
                  analyzing and documenting new and/or non-routine transactions or
                  issues.
                  

              


      

      
        	 	
                Ø

              	
                Special
                  projects as assigned by CEO. 

              


      

      
        	 	
                Ø

              	
                 Managing
                  shareholder records and reports

              


      

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      


      2008
        

      
        	
                Base
                  Salary:

              	
                $150,000
                  annually - Payable Bi-weekly

              
	 	 
	
                Travel
                  and

              	
                The
                  Company will reimburse you for all approved expenses 

              
	
                Entertainment

              	
                subject
                  to company policy.

              
	
                Expense

              	 
	 	 
	
                Benefits:

              	
                Standard
                  benefits package as detailed in the Company 

              
	 	
                handbook.

              


      

      


      Bonus:

      


      The
        compensation committee will recommend to the board a bonus for 2008 and your
        performance as reported by the CEO. This bonus may be comprised of a combination
        of stock and cash payable March 1. 2009 unless extended by the board. For
        calendar year 2009 the board will establish a firm bonus pool based on the
        recommendations of management. This bonus will be payable March 1, 2010.
        Subject
        to continued employment and compensation programs in place at the time of
        payment.

      


       

      


      Equity
        Plan:

      


      It
        is the
        intention of the Compensation Committee of the company to use equity as
        additional incentive. You will be eligible for equity option grants annually
        at
        the sole discretion of the board. We would recommend and would anticipate
        that
        the Board would accept our recommendation that you would receive at the time
        of
        employment 1,200,000 equity options priced at the market at time of issuance,
        the date of your execution of this letter. Vesting will be as follows below.
        

       

      
        
          	
                  -

                	
                  800,000
                    equity options are earned upon execution of this letter and would
                    have a
                    vesting schedule of 1/3 on the first anniversary of your start
                    date and
                    1/3 on the second anniversary of your start date and 1/3 and
                    the third
                    anniversary.

                
	 	 
	
                  -

                	200,000
                  equity options will be earned immediately on a favorable resolution
                  or a
                  Board approved settlement of EXIM insurance with respect to the
                  Elumina
                  matter: 
	 	 
	
                  -

                	200,000
                  equity options will be earned on either a favorable resolution
                  of either or the
                  recovery of either a) Board approved satisfactory settlement on
                  the
                  Arizona patent litigation ProLink v GPSI and Uplink, or b) Board
                  approved
                  satisfactory settlement in the ProLink v. Elumina et al, or c)
                  Board
                  approved satisfactory resolution of the ProLink vs. Chessler et
                  al.
	 	 
	
                  -

                	Within
                  60 days of start date you will supply to the board your assessment
                  and
                  opinion of the potential of successful resolution of the above
                  matters. If
                  the Board elects to abandon pursuit of any of the four legal actions
                  above, we will mutually agree on a replacement benchmarks.
	 	 
	
                  -

                	The
                  two additional awards of 200,000 equity options shall vest pursuant
                  to the
                  above 1/3-1/3-1/3 vesting schedule; provided, however, that whenever
                  an
                  equity option earning event occurs, whatever would have vested
                  prior to
                  that time if the event had occurred earlier, shall vest at the
                  time the
                  option earning event occurs. (For example, if the option earning
                  event
                  occurs after the third anniversary of your start date, the entire
                  200,000
                  equity options for that option earning event shall vest at the
                  time of
                  that option earning event.)


        

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

        
          


          Employment:

          You
            will
            be required to sign our standard Employment Agreement that will be effective
            for
            one year after your departure. Which includes but is not limited to non-compete
            language, confidentiality provision and employee at will language.

          


        

      

       

      If
        you
        have any questions or concerns; please do not hesitate to contact me. We
        look
        forward to you accepting this offer and joining our team.

      


      Please
        advise us of your acceptance no later than August 6, 2008

      


      


      Very
        truly yours,

      


      


      /s/
        Lawrence Bain

      


      


      


      Lawrence
        Bain

      Chief
        Executive Officer

      


      


      


      


      


      Agreed
        and Accepted:

      


      /s/
        Anthony S.
        Vitagliano              


      Anthony
        Vitagliano 

      


      Dated         
        8/5/08                           
        

      


    

     

    
      
         

      

      
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