Exhibit
      10.8


**EMPLOYMENT
      AGREEMENT**





**THIS
      EMPLOYMENT AGREEMENT** (“Agreement”)
      is made as of the   day
      of
      June, 2006 by and between QSGI Inc., a Delaware corporation (“QSGI”) for itself
      and its subsidiaries, QualTech International Corp. (“QTIC”) and QualTech
      Services Group, Inc. (“QSG”), Delaware corporations (collectively QSGI inclusive
      of its subsidiaries referred to as the "Company") with its principal office
      located at 70 Lake Drive, Hightstown, NJ 08520, and Joel L. Owens, a Minnesota
      resident ("Employee").




**WITNESSETH:** **WITNESSETH**





**WHEREAS** ,
      QTIC
      and QSG are engaged in the businesses of selling IBM manufactured processors,
      providing reliable hardware and maintenance solutions for data center managers
      around the world. QTIC sells IBM mainframe processors, IBM midrange & HP
      equipment, IBM storage products, ESCON/FICON devices, controllers, and
      networking equipment. QSG offers highly trained industry-leading technical
      staff
      to provide the reliability for the operation of computer operating systems
      with
      on-site backup equipment, site preparations and expert advice on systems
      assurance;





**WHEREAS,** as
      part
      and parcel to a series of interrelated transactions involving Employee and
      QSGI,
      QSGI previously paid Employee and his spouse Three Million, Two Hundred and
      Fifty Thousand Dollars ($3,250,000.00) in cash and issued Employee restricted
      shares of common stock in QSGI. QSGI then caused QSGI’s wholly owned subsidiary
      entities to merge with the entities then owned by Employee and his spouse,
      such
      that the Company entities were the surviving entities; simultaneously therewith
      Employee became an Employee of QTIC and QSGI pursuant to an Employment Agreement
      dated May 1, 2004 (the “Employment Agreement”);





**WHEREAS** ,
      the
      Employment Agreement, as superseded by that certain Employment Agreement dated
      February 14, 2005 is scheduled to expire on February 13, 2007 and the parties
      wish to again supersede and replace the same by this Agreement;





**WHEREAS,** although
      Employee will be employed by QTIC and QSG, QSGI is an intended third party
      beneficiary of Employees’ employment;





**WHEREAS,** Employee
      warrants that from May 1, 2004 through the date of this Agreement, that Employee
      has not directly or indirectly competed with the business of QSGI or the
      Company; and




**NOW,
      THEREFORE** ,
      in
      consideration of the mutual covenants and promises herein contained, and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:






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THE
      AFORESTATED RECITALS ARE INCORPORATED HEREIN BY REFERENCE.




1.  **Employment** **.** Employee
      is employed by QTIC and QSG pursuant to this Agreement. Employee shall be
      responsible for sales contracting and sales management functions at QTIC and
      QSG, but may from time to time be requested to perform other services for the
      Company. Employee will primarily render services hereunder from the principal
      office of QSGI and QSG and may from time to time, on a reasonable basis, perform
      his services, at other locations of his choice. Employee agrees that in the
      rendition of such services and in all aspects of his employment, he will comply
      with all reasonable policies, standards and regulations established by the
      Company from time to time, inclusive of “404” compliance processes, procedures,
      and compliance requirements.




2.  **Term** **.** QTIC
      and
      QSG hereby employ Employee and Employee hereby accepts employment commencing
      June 1, 2006 and expiring February 13, 2007. (the “Initial Period”). Following
      the expiration of the Initial Period, the term of employment under this
      Agreement shall automatically renew for one-half year time periods commencing
      February 14 and August 14 unless terminated in accordance with the terms
      contained in this Agreement. Any one-half year time period commencing on
      February 14 of any year and ending on August 13 of such year and then commencing
      August 14 and ending February 13 of the next year shall hereafter be defined
      as
      "Employment Period(s)". Only after the expiration of the Initial Period does
      Employee have the right to cease his employment by providing at least six (6)
      months advance written notice prior to the commencement of the next Employment
      Period which notice shall state that he will cease his employment on the last
      day of said next Employment Period.





3.  [Paragraph 3 intentionally left blank]





4.  **Duty
      to Account** **.** Employee
      shall account to and pay the Company all compensation earned from any source
      during this Agreement and any Employment Period or which shall be earned during
      the restrictive periods as set forth in Paragraph 13 below if such compensation
      is found to result from a violation of such restriction(s) except income derived
      from real estate activities and passive investments. Disability insurance
      benefits and medical expense reimbursements received by Employee pursuant to
      any
      formal plan of the Company also shall not be considered compensation for
      purposes of this Paragraph.





5.  **Disability** **.**





(a)  In
      the
      event Employee shall become disabled and be unable to perform his services
      in
      accordance with the terms of this Agreement, he shall be entitled to full salary
      during the first two (2) month period of his disability.





(b)  In
      the
      event the disability shall extend for a period beyond two (2) consecutive months
      or the accumulation of sixty (60) days in any twelve (12) consecutive month
      period of employment, Employee then shall be entitled to receive only such
      compensation as may be provided by way of disability income insurance procured
      by the Company on Employee for which Employee and not the Company is the named
      beneficiary of said policies of insurance, if any, and the premiums which were
      paid by the Company.






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(c)  For
      the
      purposes of this Paragraph, the term "full salary" shall mean one-twelfth (1/12)
      of the regular gross annual salary being paid to Employee immediately prior
      to
      the onset of his disability.





(d)  In
      the
      event the Company pays premiums of disability income insurance for which
      Employee is the insured, either as the owner of such insurance or on behalf
      of
      Employee, and by virtue of being disabled, Employee receives insurance benefits
      from such policies, the insurance benefits received by Employee shall be
      considered to have been paid by the Company towards fulfilling all of its
      obligations to Employee under this Agreement.





(e)  Insurance
      benefits received by Employee with respect to policies which he owns
      individually and on which he personally has paid premiums shall in no way affect
      the terms of this Agreement.





(f)  After
      a
      disability or a series of disabilities has continued for the periods set forth
      in Subparagraphs (a) and (b) above, Employee's employment shall terminate,
      whereupon he shall have no further rights pursuant to this Agreement, but shall
      be bound by Paragraph 12 below.





(g)  The
      Company shall have the right to obtain policies of insurance (of any nature
      or
      kind) which the Company deems necessary to ensure the benefit of its bargain
      with respect to this Agreement.





(h)  The
      term
      "disability" as used in this Paragraph is defined as the inability of Employee
      to substantially perform the employment obligations as herein set forth due
      to
      mental or physical illness or accident.





6 **.**  **Death** **.** In the
      event Employee dies during the term of this Agreement, the Company immediately
      shall pay to Employee's estate any salary accrued but unpaid as of the date
      of
      his death. Upon payment of the aforesaid sums, Employee shall have no further
      rights pursuant to this Agreement. In the case of death, Employee’s widow shall
      be bound by the provisions of Paragraph 13.





7.  **Cessation
      of Employment.**





(a)  Notwithstanding
      anything to the contrary in this Agreement, the Company shall have the right
      to
      terminate employment “for cause” with or without prior notice, and in such
      event, Employee’s rights to any sums, any compensation and all benefits shall
      immediately cease, but Employee shall remain obligated to comply with all other
      provisions of this Agreement. Termination of employment pursuant to this
      Paragraph shall be subject to the Employee’s rights under COBRA and/or ERISA, if
      any. Except in the event of insolvency, dissolution of the Company, bankruptcy
      or assignment for the benefit of creditors by the






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Company,
      foreclosure proceedings of a lien against the Company’s assets, Employee shall
      be entitled to compensation under Paragraph 9.a. and 9.b and benefits under
      9.e
      through 9.f. earned through the date of filing of the petition of dissolution,
      insolvency, bankruptcy, assignment for the benefit of creditors or foreclosure
      proceedings. The Company shall also have the right to terminate Employees’
obligation to work “without cause”. If Employee’s is terminated “without cause”,
      Employee shall remain obligated to comply with all other provisions of this
      Agreement, he shall be entitled to payments of his Base Salary (as defined
      in
      Paragraph 9) for the balance of the then applicable Employment Period, and
      any
      additional compensation as set forth in Paragraph 9.b. If termination is “for
      cause,” any Base Salary sum then due to Employee shall be payable in one
      installment which is due fourteen (14) months from the last day Employee
      provided services to the Company. Such payments shall be subject to and
      conditioned upon Employee’s strict compliance with all terms and conditions of
      this and any other agreement between Employee and the Company.





As
      used
      herein, the term “for cause” shall mean:





(i)  Employee’s
      indictment for any crime (whether or not involving the Company) of moral
      turpitude or which is punishable by imprisonment of one year or more;





(ii)  Any
      act
      or omission by Employee involving fraud, willful malfeasance or gross negligence
      in the performance of his duties or responsibilities to the Company or an act
      constituting a material breach of this Agreement or a breach of duty owed to
      the
      Company;





(iii)  Employee’s
      omission or act constituting fraud or misrepresentation by the Employee,
      including, without limitation, any fraud, dishonesty or misrepresentation;





(iv)
      Any
      act by Employee in contravention of the Articles of Incorporation and/or By-laws
      of the Company. Employee acknowledges and agrees that he will be required to
      provide to the Company any and all written or oral information the Company
      deems
      relevant in connection with its review and termination of Employee’s discharge
      for cause; or





(v)  Any
      act,
      omission, misrepresentation or conduct which constitutes a breach
      of
      any provision of any agreement between Employee and the Company.





An
      act
      above to qualify as a “for cause” termination must be material and the Company
      must act in good faith.





(b)  If
      Employee terminates his employment prior to expiration of Initial Period or
      any
      applicable Employment Period, then Employee shall receive his Base Salary as
      set
      forth in Paragraph 9.a. and additional compensation as set forth in Paragraph
      9.b. earned through the last day of providing services to the Company.




8.  **Employment
      Title and Reporting** **.**





(a)  Employee
      shall be employed hereunder as “Executive Vice President”, but not a






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reporting
      officer, of QTIC or QSG (including d/b/a entities). Employee shall report
      directly to the QSGI chief operating officer and president





(b)  During
      the Employment Period, Employee shall devote his full
      business-related/non-personal time and attention to the Company businesses
      and,
      subject to reasonable restrictions, Employee shall have authority to perform
      all
      sales contracting and management, and transaction financing functions normally
      performed by the head of business at a similarly situated company. Employee
      must
      receive advance approval from the Company to enter into a sales transaction
      or
      series of related transactions with an aggregate gross price exceeding
      $500,000.00.





(c)  Employee
      agrees to observe and comply with the rules and regulations of the Company,
      as
      adopted by the Company, with respect to the performance of the duties of
      Employee.





9.  **Compensation;
      Benefits and Expenses** **.** During
      the employment under this Agreement, for so long as Employee continues
      performing services for the Company under this Agreement on a full time and
      exclusive basis, as compensation for all of the services to be hereafter
      rendered hereunder and Employee’s other covenants herein, QSGI shall cause
      Employee to be paid through QTIC or QSG, or both, as the Company may from time
      to time elect, as follows:





(a)  Until
      February 13, 2008 annualized on a calendar year basis (Base Salary pro-rated
      on
      a monthly basis) subject to the usual payroll deductions provided by law (“Base
      Salary”), Base Salary at a rate of Three Hundred Thousand Dollars ($300,000.00)
      commencing on the first day of the Initial Period and during any Employment
      Period during which Employee is employed pursuant to this Agreement. Provided
      Employee remains employed pursuant to this Agreement, Commencing February 14,
      2008 and during any Employment Period for so long Employee is employed pursuant
      to this Agreement, Employee’s Base Salary shall be three hundred fifty thousand
      dollars ($350,000.00). The Company, by its board of directors, may from time
      to
      time, at its sole discretion, increase the Base Salary or award a bonus to
      Employee.





(b)  Commencing
      on June 1, 2006 through February 13, 2008, provided Employee is employed by
      the
      Company pursuant to this Agreement, Employee shall receive twenty percent (20%)
      of the net income after payment of all related income taxes of QSG, all as
      determined in accordance with GAAP (using a combined tax rate for state and
      federal tax of thirty-nine percent 39%). Amounts due under this Paragraph 9.b.
      shall be determined on a monthly basis, and shall be payable all in Cash, US
      Currency, to be paid concurrently with Employee’s next regular Base Salary
      payment. For any Employment Period for which Employee is employed by Company
      pursuant to this Agreement which commences on or after February 14, 2008 and
      continuing for so long as Employees employment continues pursuant to this
      Agreement, Employee shall receive twenty percent (20%) of the net income after
      payment of all related income taxes of QTIC and QSG, all as determined in
      accordance with GAAP (using a combined tax rate for state and federal tax of
      thirty-nine percent 39%). Amounts due under this Paragraph 9.b. shall be
      determined on a monthly basis, and shall be payable seventy-five percent (75%)
      in cash, US Currency, in full , and twenty-five percent (25%) calculated
      monthly, but “payable” within ten days of the last day of each calendar quarter
      through issuance of unregistered shares of QSGI






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common
      stock (the
      price of said stock shall be calculated each month during each applicable period
      of time by taking the average closing price of said stock on the last five
      trading days of each applicable month). QSGI agrees that for so long as Employee
      has not breached the Agreement, any unregistered shares granted to Employee
      hereunder will be registered by QSGI on at least a semi-annual basis.





(c)  The
      Company shall allow the Employee to use Company-provided vehicles, if any,
      as
      related to the businesses of the Company. If a Company-provided vehicle (owned
      or leased) is not provided to Employee, then the Company shall render an
      automobile allowance to Employee equal to One Thousand Dollars ($1,000) per
      month.





(d)  Employee
      shall be entitled to vacation in accordance with established Company policy.





(e)  Employee
      shall be eligible to participate in pension, insurance or other supplemental
      plans or arrangements offered to all employees of the Company.





(f)  QTIC
      will
      reimburse Employee for reasonable travel, entertainment or other out-of-pocket
      expenses incurred or to be incurred by Employee in rendering the services
      hereunder on behalf of the Company upon presentation of vouchers or other
      documents reasonably necessary to verify the expenditures and sufficient, in
      form and substance, to satisfy Internal Revenue Services requirements for
      travel, entertainment or other expenses and proof of compliance with policies
      and procedures as established by the Company relating to the same.





(g)  Employee
      will be provided with a company credit card for use for direct Company
      expenditures only.





10.  **Insurance** **.** QTIC
      shall, during the term of this Agreement, maintain and pay for a medical
      insurance policy for the benefit of Employee providing for a minimum of that
      percentage of coverage as provided to the other employees of the Company.
      Employee shall be responsible to pay any additional premiums for other insureds
      under his policy.





11.  **Transaction
      Financing and Accounting** **.** Subject
      to regulatory compliance obligations and/or the continued profitability of
      the
      Company, QSGI acknowledges its intent to allow the Company to operate as
      independent subsidiaries; as such, it is the current intent of QSGI that sales
      contract authorization, and certain subsidiary accounting functions with respect
      to the businesses of QTIC and QSG may occur at or be performed at the
      Minneapolis, MN area office of said entities while Employee is employed under
      this Agreement as the parties from time to time agree.




12.  **Records
      And Reporting** **.** All
      statements, receipts, invoices, checks, leases, contracts, worksheets, financial
      statements, books and records, and all other instruments and documents relating
      to or arising from sales-related activity at QTIC and QSG shall be properly
      maintained by Employee at said entities place of business so that the same
      may
      be used by the Company and/or its auditors.





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13.  **Restrictions** .





(a)  Employee
      acknowledges that the Company conducts its business on a worldwide basis through
      the use of unique, proprietary and highly specialized technology, know-how,
      processes, methods, systems or customer relationships. During his employment
      and
      during any applicable Restriction Period(s) (as defined and outlined below)
      Employee shall not: (i) anywhere in the world, directly or indirectly, own,
      manage, operate, control, be employed by, participate in, consult for, or be
      connected in any manner, (including the acquisition of any inventory or
      assisting any other party in acquiring inventory as the same relates to Company
      businesses), with any other business engaged in the same or substantially
      similar type of business which the Company is engaged or which the Company
      or
      QSGI plans to engage; (ii) directly or indirectly employ or solicit or induce
      any current or prospective employee of the Company or of any subsidiary or
      affiliate or parent of the Company including, without limitation, any current
      or
      prospective employee of the Company to accept employment with Employee or with
      any business, operation, corporation, partnership, association, agency, or
      other
      person or entity which Employee may be associated; or (iii) directly or
      indirectly, own, manage, operate, control, be employed by, participate in,
      consult for, or be connected in any manner with any other business that does
      business with a customer or a person or entity that is or was a customer of
      the
      Company; Restriction Period(s) for 13(a)(i) through 13(a) (iii) are as follows
      :





Initial
                Period
              Employee
                Provides Notice he intends to cease employment or ceases to act in
                accordance to paragraph 8(b) (i.e. Employee shall fail to devote
                his full
                business-related/non-personal time and attention to the Company
                businesses).
            
            Restriction
                Period
              Restriction
                Period is until 8/13/07*Terminated
                Not For Cause by Company.
            
            Restriction
                Period
              Until
                last day of the Initial Period *Terminated
                For Cause
            
            Restriction
                Period
              12
                months from date of terminationEmployment
                Period(s)
              Terminated
                For Cause
            
            Restriction
                Period
              6
                months* from date of terminationTerminated
                Not For Cause, or Employee provides notice he intends to cease employment
                or ceases to act in accordance to paragraph 8(b) (i.e. Employee shall
                fail
                to devote his full business-related/non-personal time and attention
                to the
                Company businesses).
            
            Restriction
                Period
              6
                months* from date of termination*
                plus right of 6 month right of extension as set forth in paragraph
                13
                (c)




(b)  Employee
      agrees and acknowledges that any restrictions and/or covenants contained in
      this
      Agreement are reasonable in scope and duration and are necessary to protect
      legitimate business interests and any and all confidential information of the
      Company. If any provision of this or any other non-competition agreement and/or
      covenant, as applied to any party or any circumstance, is adjudged by a court
      to
      be invalid or unenforceable, the same will in no way effect any other
      circumstance or the validity of this Agreement. Furthermore, a court shall
      interpret this provision in such a manner, reducing the scope and/or duration
      of
      such provision, so as to make any provision and/or this Agreement
      enforceable.






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(c)  Employee
      also agrees that the Company may extend the Restriction Period and the
      restrictions themselves for an additional six (6) months from the date the
      same
      would expire pursuant to - Paragraph 13.a. through payment to Employee of
      non-employee compensation equal to One Hundred Seventy Five Thousand
      ($175,000.00). Said extension must be elected for the entire six-month period.
      The extension shall be made at the discretion of the Company and shall be made
      in writing in accordance with Paragraph 24 within ninety (90) days of the
      employment cessation. Payment(s) shall be made to Employee on a monthly basis
      during the period of extension at $29,166.66 per month payable on the
      14 th day
      following each month during the six-month extension. [For example, if a
      Restriction Period ended on August 13 of a particular year and the Company
      elected to extend the restriction of Paragraph 13, then non-employee payments
      of
      $29,166.66 would be payable to Employee commencing September 14 of said year
      and
      continuing on the 14 th day of
      each month through February 14 th of the
      following year.] By accepting said payments, Employee warrants to the Company
      that he has not violated the previously imposed obligations of this Agreement.





14.  **Property** .





(a)  During
      the Employment Period, Employee shall disclose immediately to the Company all
      ideas, inventions and business plans that he makes, conceives, discovers or
      develops during the course of employment with the Company, including but not
      limited to any inventions, modifications, discoveries, developments,
      improvements, computer programs, designs, copyrights, trademarks, patents,
      processes, compositions, compounds, techniques, products or procedures that:
      (i)
      relates to the business of the Company, (ii) results from tasks assigned to
      Employee by the Company, or (iii) results from the work of other employees
      of
      the Company. The same are the sole and exclusive property of the Company without
      the payment of any royalty or other consideration.





(b)  All
      memoranda, notes, lists, customer lists, product pricing, business plans,
      records, technology, know-how, copyrights, patents, trademarks, trade secrets,
      processes, techniques, compounds, work product and any other documents and
      objects or any other confidential information now in existence or hereafter
      made
      or compiled by the Employee or the Company (and all copies thereof) and shall
      be
      delivered to the Company promptly upon the termination of the Employee's
      employment or at any other time on request, and such information and/or
      documentation, during and after the term hereof, shall not be disclosed,
      divulged or communicated, directly or indirectly, to anyone other than the
      other
      members of the Company or other employees of the Company. Employee acquires
      and
      retains no right in any property of the Company except as may otherwise be
      set
      forth herein.





(c)
      Upon
      the termination of this employment or at such other time as Company may request,
      Employee agrees to return to the Company all originals and copies, whether
      generated by Employee or anyone else, of all documents, files, lists, forms,
      contracts, computers, automobiles, notebooks, software, hardware, rolodexes,
      keys, credit cards, and any other material which came into and continues to
      be
      in Employee’s possession and relates to the Company.






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15.  **Remedies** .





(a)  If
      Employee commits a breach, or threatens to commit a breach, of any of the
      provisions of this Agreement, the Company shall have the following rights and
      remedies:





(i)  The
      right
      and remedy to have the provisions of this Agreement relating to confidentiality
      or non-competition specifically enforced (including but not limited to the
      use
      of temporary restraining order, preliminary and permanent injunction), without
      bond, by any court having equity jurisdiction, it being acknowledged and agreed
      that any such breach or threatened breach of those provisions will cause
      irreparable injury to the Company and that money damages will not provide an
      adequate remedy to the Company;





(ii)  The
      right
      and remedy to require Employee to account for and pay over to the Company all
      compensation, profits, monies, accruals, increments or other benefits
      (collectively “Benefits”) derived or received by Employee as the result of any
      transactions constituting a breach of any of the provisions of this Agreement,
      and Employee hereby agrees to account for and pay over such Benefits to the
      Company;





(iii)  The
      right
      to sue for monetary damages arising from the breach; and





(iv)  Any
      other
      remedy at law or equity.





(b)  Each
      of
      the rights and remedies indicated above shall be independent of the other,
      and
      shall be severally enforceable, and all such rights and remedies shall be in
      addition to, and not in lieu of, any other rights and remedies available to
      the
      Company under law or in equity.





16.   **Duty
      to Cooperate** **.** During
      and after Employee’s employment, Employee shall reasonably cooperate with the
      Company: (i) in its business, (ii) if applicable, transitioning his duties
      and
      responsibilities, and (iii) in the defense and/or prosecution of any claims
      or
      actions now in existence or that may be brought in the future against or on
      behalf of the Company. Employee’s cooperation in connection with such claims or
      actions shall include and not be limited to, being available to meet with
      counsel, to act as a witness on behalf of the Company, and to fully cooperate
      with the Company in connection with any investigation or review by any federal,
      state or local regulatory authority. The Company agrees to reimburse Employee
      for all reasonable costs and expenses incurred in connection with his
      performance under this Paragraph.





17.  [Paragraph 17 intentionally left blank]







18.   **Attorney’s
      Fees and Expenses** **.** In the
      event that any action, suit or other proceeding in law or in equity is brought
      to enforce the covenants terms and conditions of this Agreement, the prevailing
      party shall be entitled to recover its reasonable attorney’s fees and costs at
      pre-trial, trial and appellate levels from the non-prevailing
      party.





19.   **Indemnity** **.**






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(a)  Except
      for allegations of breach of duty owed to the Company, allegations of fraud,
      violations of law, and conduct amounting to at least gross negligence, the
      Company shall indemnify Employee against all liability incurred by him in
      connection with any proceeding to which he is made a party by virtue of his
      performing services for the Company; provided that the Employee furnishes the
      Company with a written notice and demand for the same. The Company shall be
      obligated to pay the expenses of any proceeding against Employee, only if proper
      notice is received and only if the Company shall be allowed to assume the
      defense of such proceeding, with counsel of the Company’s choice. Employee shall
      have the right to engage counsel, of its choosing at his sole cost and
      expense.





(b)  For
      purposes of this Section:





(i)
      The
      term “expenses” shall include all direct and indirect costs (including without
      limitation, counsel fees, retainers, court costs, transcripts, fees of experts,
      witness fees, travel expenses, duplicating costs, printing and binding costs,
      telephone charges, postage, delivery service fees and all other disbursements
      or
      out-of-pocket expenses) actually incurred in connection with the investigation,
      defense, settlement or appeal of a proceeding or establishing or enforcing
      a
      right to indemnification under this Paragraph, applicable law or
      otherwise.





(ii)
      The
      term “liability” means the obligation to pay a judgment, settlement, penalty,
      fine, excise tax or reasonable expenses incurred with respect to a
      proceeding.





(iii)
      The
      term “proceeding” means any claim, action, suit or proceeding.





20.  **Withholding** **.** The
      Company shall be entitled to deduct and withhold from any payments made or
      due
      to the Employee hereunder such amounts as are necessary and required by law
      or
      government regulation for any income taxes, social security taxes or the like
      with respect to the benefits and other compensation being provided hereunder
      and
      any sum due to, or incurred by, the Company.





21.  **Prohibition
      Against Assignment** **.** Employee
      agrees on behalf of himself and his executors and administrators, heirs,
      legatees, distributees, and any other person or persons claiming any benefits
      under him by virtue of this Agreement, that this Agreement and the rights,
      interests, and benefits hereunder shall not be assigned, transferred, pledged,
      or hypothecated in any way by Employee or any executor, administrator, heir,
      legatee, distributee, or other person claiming under Employee by virtue of
      this
      Agreement and shall not be subject to execution, attachment, or similar process.
      Any attempted assignment, transfer, pledge or hypothecation, or other
      disposition of this Agreement or of such rights, interests, and benefits
      contrary to the foregoing provisions, or the levy of any attachment or similar
      process thereupon, shall be null and void and without affect.





22.  **Governing
      Law** .
      This
      Agreement shall be governed by the internal laws of the State of Florida. Any
      action to enforce any term hereof shall be brought in any courts or venues
      chosen by the Company necessary to enforce the terms hereof.





23.  **Binding
      Effect** .
      Except
      as otherwise herein expressly provided, this Agreement shall be binding upon,
      and shall inure to the benefit of the parties hereto, their respective heirs,
      legal representatives, successors and assigns.






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24.  **Notices** .
      All
      notices, designations, consents, offers, acceptances, waivers or any other
      communication provided for herein, or required hereunder shall be in writing
      and
      shall be mailed by certified mail, return receipt requested, or delivered by
      hand. All such notices shall be deemed to have been given or delivered three
      days after the date mailed in any general or branch United States Post Office
      enclosed in a registered postpaid envelope addressed to the address of the
      respective parties state below, on the date of the by hand delivery if
      delivered.





The
      notices shall be addressed as follows:


If
                  to Employee:
              Joel
                  L. Owens8895
                  Legends Club DrivePrior
                  Lake, Minnesota 55372with
                  a copy to:David
                  L. Vegemast, P.A.Attn:
                  David L. Vegemast15600
                  Wayzata Boulevard, Suite 305Wayzata,
                  Minnesota 55391If
                  to the Company:
              QSGI,
                  Inc.70
                  Lake DriveHightstown,
                  New Jersey 08520with
                  a copy to:
              Alan
                  BurgerBurger,
                  Farmer & Cohen, P.L.1601
                  Forum Place, Suite 404West
                  Palm Beach, Florida 33401




or
      to
      such other address as a party hereto may notify the other parties pursuant
      to
      this Paragraph.





25.  **Additional
      Documents** **.** Each of
      the parties hereto agrees to execute and deliver, without cost or expense to
      any
      other party, any and all such further instruments or documents and to take
      any
      and all such further actions reasonably requested by any other party hereto
      as
      may be necessary in order to effectuate this Agreement.





26.  **Counterparts** **.** This
      Agreement and any amendments hereto may be executed in two (2) or more
      counterparts, each of which shall be deemed an original and all of which shall
      constitute one and the same instrument, binding on the parties and the signature
      of any party to any counterpart shall be deemed a signature to, and may be
      appended to, any other counterpart.





27.  **Entire
      Agreement** **.** There
      are no rules of construction relating to this Agreement as each party is deemed
      a drafter hereof. Further, each party hereto has had the opportunity to have
      this Agreement reviewed by counsel of their choosing.





28.  **Severability** **.** If
      any
      provision of this Agreement, or the application thereof to any person or
      circumstances, shall, for any reason and to any extent, be invalid or
      unenforceable, the remainder of this Agreement and the application of such
      provision to other persons or circumstances shall not be affected thereby,
      but
      rather shall be enforced to the greatest extent permitted by law.






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29.  **Modification** **.** This
      Agreement cannot be changed, modified or discharged orally, but only if
      consented to in writing by both parties.





30.  **Contract
      Headings** **.** All
      headings of the paragraphs of this Agreement have been inserted for convenience
      of reference only, are not to be considered a part of this Agreement, and shall
      in no way affect the interpretation of any of the provisions of this
      Agreement.





31.  **Waiver** **.** Failure
      to insist upon strict compliance with any of the Terms, covenants, or conditions
      hereof shall not be deemed a waiver of such Term, covenant, or condition, nor
      shall any waiver or relinquishment of any right or power hereunder at any one
      time or more times be deemed a waiver or relinquishment of such right or power
      at any other time or times.










**[SIGNATURES
      CONTAINED ON NEXT PAGE]**





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**IN
      WITNESS WHEREOF,** the
      parties hereto execute this Agreement effective as of the day and year first
      written above.








**QUALTECH
                SERVICES GROUP, INC.,**
              **A
                DELAWARE CORPORATION, EMPLOYER:**
              
              
              _______________________________
              Name:
                _________________________
              Title:
                __________________________
              
              
              **QSGI
                INC., A DELWARE CORPORATION**
              
              ______________________________
              Marc
                Sherman
              Title:
                CEO
              QSGI
                Inc.
            **QUALTECH
                INTERNATIONAL**
              **CORPORATION,
                A DELAWARE CORPORATION, EMPLOYER:**
              
              
              _______________________________
              Name:
                _________________________
              Title:
                __________________________
              
              
              **EMPLOYEE:**
              
              
              _______________________________
              Joel
                L. Owens
              
              
              _______________________________
              Jolene
                Owens, solely for the purpose of
              agreeing
                to be bound by the restrictions
              of
                Paragraph 13 as if a party to the
                same.








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