exv10w26



 






EXHIBIT 10.26




EXECUTION COPY




VIRTUAL ALERT, INC.




EMPLOYMENT AGREEMENT




     This Employment Agreement (“Agreement”) is made and entered into as of the 28th day of
February, 2005 (the “Effective Date”), by and between Eric Shaffer, having a principal residence
address in the State of Texas at 5005 Bluffton Cove, Austin, TX 78730 (“Executive”) and Virtual
Alert, Inc., a California corporation (the “Company”).



RECITALS



WHEREAS, the Company desires to employ Executive and Executive desires to be employed by the
Company; and



WHEREAS, the parties wish to set forth the terms and conditions of Executive’s employment in a
written employment agreement;



NOW THEREFORE, in consideration for the mutual promises contained herein, the sufficiency of which
the parties acknowledge with intent to be legally bound, it is agreed as follows:





	1.	 	TERM




The term of this Agreement and Executive’s employment hereunder shall commence on February 28, 2005
and continue until February 28, 2007 (“Initial Term”), and shall automatically renew for successive
twelve (12)-month periods (“Additional Terms”), unless terminated earlier in accordance with
Section 5 hereof. The Initial Term, together with any Additional Term(s), is referred to herein as
the “Employment Period.” The provisions of Sections 6, 7, 8, 9 and 10 shall survive any
termination of this Agreement.





	2.	 	DUTIES





     (a) General Duties. Subject to the terms and conditions of this Agreement, Executive
shall serve as the President of the Company. Executive shall report to the Chief Executive Officer
of the Company (the “CEO”) who shall have the authority to direct, control and supervise the
activities of Executive. Executive shall perform such services consistent with his position as may
be assigned to him from time to time by the CEO.



     (b) Specific Duties. Executive agrees to: (i) devote his entire professional time,
attention, skill and energies to the business of the Company; (ii) faithfully and diligently
perform such duties and exercise such powers as may from time to time be assigned to him; (iii)
comply with all policies and procedures from time to time adopted by the Company; (iv) use his best
efforts to promote the interest, reputation, business and welfare of the Company; and (v) follow
all reasonable and lawful directions given to him by the Board.



     (c) Corporate Opportunities. Executive agrees that he will not take personal
advantage of any business opportunities which arise during the Employment Period and



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which may be
of benefit to the Company. Executive shall promptly report all material facts regarding such
opportunities to the Board for its consideration.





	3.	 	REMUNERATION





     (a) Salary. For the services to be rendered by Executive under this Agreement,
Executive shall be paid a base annual salary of $150,000 (the “Base Salary”). Base Salary payments
shall be made on a semi-monthly basis (or in any other manner consistent with the Company’s payroll
practices), subject to legally required deductions and withholdings. The Board may review and
amend the Executive’s compensation from time to time.



     (b) Expenses. Upon submission of appropriate documentation or receipts, Executive
shall be entitled to reimbursement for any reasonable and necessary business expenses he incurs, in
accordance with, and subject to, the Company’s policies and procedures regarding expense
reimbursement.



     (c) Bonus. Except in the first year of Employment Period for which the Executive will
not be eligible for a bonus, for each year thereafter, Executive will be eligible to receive an
annual bonus of up to 50% of the Base Salary, the amount of which will be at the discretion of the
Company’s Board of Directors (the “Board”). The discretionary bonus shall be based, among other
things, upon Executive’s achievement of certain objectives and milestones to be determined by the
CEO after consultation with the Executive within 30 days of the commencement of the Initial Term.
Earned bonus for applicable years of the Employment Period shall be paid no later than the first
calendar quarter following each fiscal year end for the applicable year or portion thereof.



     (d) Stock Options. The Executive shall be granted incentive stock options to purchase
200,000 shares of the common stock of the Company pursuant to an option agreement in the usual form
used by the Company under its 2003 Stock Incentive Plan (the “Plan”). The exercise price shall be
$1.50 per share and the options shall become exercisable (that is “Vested”) quarterly over a two
year period, with the first vesting occurring on May 31, 2005. Any options that are not Vested at
the time of termination of the Executive’s employment with the Company shall immediately terminate
and any Vested options shall be exercisable or forfeitable in accordance with the Plan and the
option agreement. Executive may receive such other awards of stock options or equity rights as may
be granted by the Board of Directors from time to time.




	4.	 	FRINGE BENEFITS




Executive shall be entitled to take four (4) weeks of paid personal time off (including vacation,
personal time and sick days) during each calendar year of the Employment Period. Such paid personal
time off may be accumulated and taken in a subsequent year only if permitted by the policies of the
Company’s parent or as approved by the CEO. Executive will also be eligible to participate in the
Company’s sponsored benefit plans (including medical, dental and other insurance), subject to
applicable vesting periods and eligibility
requirements. The Company will pay 100% of the cost of the health coverage plan for Executive’s
entire family.




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	5.	 	TERMINATION





     (a) Termination by the Company.



          (i) General. The Company may terminate Executive’s employment with the Company, with
or without Cause (as defined by Section 5(a)(iii) below), at any time during the Employment Period
by giving written notice to Executive. The termination shall become effective on the date
specified in the notice. If the termination is without Cause, the termination date shall not be
less than fourteen (14) days following the date of the notice of termination itself; provided,
however, that the termination of Executive may become effective immediately upon the payment by the
Company of any compensation payable to Executive for the fourteen-day period following the
effective date of Executive’s termination.




          (ii) Payment Due on Termination by the Company. If Executive is terminated for Cause,
the Company shall pay Executive the compensation and benefits accrued but unpaid as of the date of
termination and, upon submission of approved expense reports, all properly incurred business
expenses not yet reimbursed by the Company, but Executive shall not be entitled to additional
compensation or benefits. If Executive is terminated without Cause, the Company shall pay him: (x)
the compensation and benefits accrued but unpaid as of the date of termination; plus (y) an amount
equal to six (6) months Base Salary as of the date of the termination plus COBRA continuation
coverage costs for the 90 day period following the date of termination, less legally required
withholdings and deductions, payable, at the Company’s election, in a lump sum within fifteen (15)
business days after the date of termination or in installments for a 6 month period on the
Company’s regular payroll schedule. The payment of the foregoing shall be contingent upon
Executive’s execution and delivery of a general release of claims in favor of the Company and its
affiliates, in a form acceptable to the Company. If the Company makes the Non-Competition
Election pursuant to Section 6(e), the payment of the foregoing severance shall satisfy the
Company’s obligation to make the Non-Competition Payment for the severance period.




          (iii) Cause Defined. For purposes of this Agreement, “Cause” shall mean that the
Board has determined in its sole discretion that Executive has: (i) committed a material breach of
any covenant or condition under this Agreement after notice of such and failed to cure the same
within five (5) business days; (ii) engaged in any act constituting dishonesty, fraud, immoral or
disreputable conduct which is harmful to the Company or its reputation; (iii) engaged in any
conduct which constitutes a felony under applicable law; provided, that, in the event Executive is
terminated hereunder but is not convicted of same, then the Company shall reinstate Executive, and
pay Executive his Base Salary and benefits from the date of termination; (iv) engaged in any act of
misconduct which is materially and demonstrably injurious to the Company; (v) refused to attempt in
good faith to implement a clear and reasonable directive of the Board after notice of such and
failure to cure the same within fifteen (15) business days; (vi) acted with negligence or
incompetence in the
performance of Executive’s duties; or (vii) breached any fiduciary duty owed to the Company.




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     (b) Termination by Death or Disability of Executive. In the event of Executive’s
death during the Employment Period, all obligations of the parties hereunder shall terminate
immediately, and the Company shall pay Executive’s legal representatives the compensation and
benefits accrued but unpaid as of the date of termination and, upon submission of approved expense
reports, all properly incurred business expenses not yet reimbursed by the Company. Subject to
applicable state and federal law, the Company shall at all times have the right, upon written
notice to Executive, to terminate this Agreement based on Executive’s “Disability.” Upon any
termination for Disability, the Company shall pay Executive the compensation and benefits accrued
but unpaid as of the date of termination. Termination of Executive’s employment based on
“Disability” shall mean termination because Executive is unable to perform the essential functions
of his position due to a disability for a continuous period of ninety (90) days or for a total of
one hundred twenty (120) days in any twelve-month period.



     (c) Termination by Executive.



          (i) General. Executive may terminate his employment with the Company, with or without
Good Reason, at any time during the Employment Period by giving four (4) weeks written notice to
the Company. Any such termination shall become effective on the date specified in such notice;
provided, that, the termination of Executive’s employment may become effective immediately upon the
payment by the Company of any Base Salary payable to Executive during the four (4) -week notice
period, and such payment shall be offset against any payment due to Executive pursuant to Section
5(c)(ii) in the event of a termination for Good Reason.




          (ii) Payment Due on Termination by Executive. If Executive terminates this Agreement,
the Company shall pay him the compensation and benefits accrued but unpaid as of the date of
termination and, upon submission of approved expense reports, all properly incurred business
expenses not yet reimbursed by the Company. In addition, if such termination is for Good Reason,
the Company shall pay Executive an amount equal to six (6) months Base Salary as of the date of the
termination plus COBRA continuation coverage costs for the 90 day period following the date of
termination, less legally required withholdings and deductions, payable, at the Company’s election,
in a lump sum within fifteen (15) business days after the date of termination or in installments
for a 6 month period on the Company’s regular payroll schedule. The payment of the foregoing shall
be contingent upon Executive’s execution and delivery of a general release of claims in favor of
the Company and its affiliates, in a form acceptable to the Company. If the Company makes the
Non-Competition Election pursuant to Section 6(e), the payment of the foregoing severance shall
satisfy the Company’s obligation to make the Non-Competition Payment for the severance period.




          (iii) Good Reason Defined. For purposes of this Agreement, “Good Reason” shall mean:
(A) except as otherwise agreed to by Executive, any reduction in Executive’s Base Salary; or (B)
without Executive’s express written consent, a material
reduction or material alteration in the nature or status of Executive’s duties or responsibilities
such that he is no longer an executive officer of the Company with material responsibilities.




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     (d) Offset Right upon Termination. Upon termination of Executive’s employment for any
reason, the Company shall be entitled to deduct from any amounts payable to Executive any sums due
to the Company from Executive, and Executive hereby consents to such deduction.



     (e) Return of Property. Promptly upon termination of Executive’s employment with the
Company, Executive or his personal representative shall return to the Company (i) all Protected
Information, (ii) all other records, documents, materials, data or property delivered to or
compiled by Executive that pertain to the Company’s business, whether in electronic, paper or other
form, and (iii) all keys, credit cards, vehicles and other property of the Company. Executive
shall not retain, or cause to be retained, any copies of the foregoing. Executive agrees that all
of the foregoing shall be and remain the property of the Company and be subject at all times to the
Company’s discretion and control.



     (f) Notification to Future Employers. In the event Executive’s employment with the
Company ceases, Executive hereby consents to the Company notifying his new employer or any entity
to whom Executive provides services about his obligations under this Agreement.



6. RESTRICTIVE COVENANTS




     (a) Non-Competition. Executive covenants and agrees that, during the Employment
Period and for the Non-Competition Term (as defined in Section 6(e)) thereafter (the “Restricted
Period”), except if Executive is acting as an employee of the Company solely for the benefit of the
Company in connection with the Company’s business and in accordance with the Company’s business
practices and employee policies, Executive shall not engage, directly, indirectly or in concert
with any other person or entity, in any business that competes directly or indirectly with the
business of the Company as of the date of such termination of employment. Notwithstanding any
other provision of this Agreement to the contrary, the restrictions set forth in this Section 6(a)
shall terminate if the Company terminates Executive’s employment without Cause or Executive
terminates his employment for Good Reason.



     (b) Non-Solicitation of Employees and Customers. Executive further covenants and
agrees that, during the Restricted Period, he will not, directly or indirectly, (i) solicit,
recruit, hire, engage or employ or identify or target for purposes of attempting to solicit,
recruit, hire, engage or employ any individual who shall have been an employee of the Company at
any time during the one (1)-year period prior to the date Executive’s employment with the Company
ceases, whether for or on behalf of Executive or for any entity in which Executive shall have a
direct or indirect interest (or any subsidiary or affiliate of any such entity), whether as a
proprietor, partner, co-venturer, financier, investor or stockholder, director, officer, employer,
employee, servant, agent, representative or otherwise, or (ii) solicit or induce or attempt to
solicit or induce any customer, developer, client, member, supplier, licensee, licensor, franchisee
or other business relation of the
Company to cease doing business with the Company, or in any way interfere with the
relationship between any such customer, developer, client, member, supplier, licensee,



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licensor,
franchisee or other business relation and the Company (including, without limitation, making any
negative statements or communications about the Company).




     (c) Reasonableness. Executive acknowledges that the restrictions contained in Section
6(a) and (b) are reasonable and permit Executive to continue his chosen career in the same
geographic area without any interruption while protecting the Company’s legitimate business
interests in its client, prospective client, and employee relationships. Executive agrees that the
these limitations are reasonable given the highly competitive nature of the Company’s business and
are required for the Company’s protection based upon numerous factors including the knowledge,
Protected Information (as defined in Section 7 below) and relationships to which Executive will
have access during his employment with the Company. Executive further acknowledges that the
business of the Company is very competitive and that competition by him in that business during the
Restricted Period would severely injure the Company and cause irreparable harm.



     (d) Investment Exception. Nothing in this Agreement shall be deemed to prohibit
Executive from owning equity or debt investments in any corporation, partnership or other entity
which is competitive with the Company, provided that such investments (i) are passive investments
and constitute one percent (1%) or less of the outstanding equity securities of such an entity
whose equity securities are traded on a national securities exchange or other public market, or
(ii) are approved in advance by the Board.



     (e) Definitions:



          (i) “Non-Competition Term” means the following period of time after the termination of the
Executive’s employment with the Company: (A) if the Executive terminates his employment without
Good Reason, one (1) year after the Date of Termination; (B) if Executive’s employment is
terminated by the Company for Cause, one (1) year after the Date of Termination; (C) if Executive
terminates his employment for Good Reason and the Company makes the Non-Competition Election, one
(1) year after the Date of Termination; (D) if the Company terminates Executive’s employment
without Cause and the Company makes the Non-Competition Election, one (1) year after the Date of
Termination; if the Executive, and (E) if Executive’s employment is terminated as a result of
Disability, one (1) year after the Date of Termination.




          (ii) “Non-Competition Election” means a written election delivered by the Company to Executive
not later than the later of (A) seven days after the Date of Termination or (B) seven days after
the end of the Severance Period, pursuant to which the Company elects to make the Non-Competition
Payment and therefore to have the provisions of Section 6(a) apply for the post-employment portion
of the applicable Non-Competition Term.




          (iii) “Non-Competition Payment” means an amount equal to the then Base Salary, which shall be
paid in equal installments at the same time Base Salary would have been payable had the Executive’s
employment not been terminated.




          (iv) “Date of Termination” means the date that the Executive’s employment with the Company
terminates.




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	7.	 	TREATMENT OF INFORMATION





     (a) General. Executive acknowledges that, in and as a result of Executive’s
employment by the Company, Executive shall or may be making use of, acquiring and/or adding to
confidential information of a special and unique nature and value relating to such matters as the
Company’s trade secrets, systems, programs, procedures, manuals, confidential reports and
communications, the agreements with or terms of any relationship or agreement with any distributor,
customer or strategic partner, and lists and/or electronic mail addresses of customers and
prospective customers. Executive further acknowledges that any information and materials received
by the Company from third parties in confidence (or subject to nondisclosure or similar covenants)
shall be deemed to be and shall be Protected Information within the meaning of this Section 7.
Executive covenants and agrees that Executive shall not, except with the prior written consent of
the Company, or except if Executive is acting as an employee of the Company solely for the benefit
of the Company in connection with the Company’s business and in accordance with the Company’s
business practices and employee policies, at any time during or following the Employment Period,
directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use, for any
purpose whatsoever, any Protected Information which has been obtained by or disclosed to Executive
as a result of Executive’s employment with the Company, including any of the information referred
to in Section 7(b). Disclosure of any such information of the Company shall not be prohibited if
such disclosure is directly related to a valid and existing order of a court or other governmental
body or agency within the United States; provided, however, that (i) Executive shall first have
given prompt notice to the Company of any possible or prospective order (or proceeding pursuant to
which any such order may result) and (ii) the Company shall have been afforded a reasonable
opportunity to prevent or limit any such disclosure.



     (b) Definition of Protected Information. For purposes of this Agreement, the term
“Protected Information” shall mean all of the information referred to in Section 7(a) hereof and
all of the following materials and information (whether or not reduced to writing and whether or
not patentable or protectible by copyright) which Executive receives, receives access to, conceives
or develops or has received, received access to, conceived or developed, in whole or in part,
directly or indirectly, in connection with Executive’s employment with the Company or in the course
of Executive’s employment with the Company or through the use of any of the Company’s facilities or
resources:



          (i) application, operating system, data base, communication and other computer software,
whether now or hereafter existing, developed for use on any operating system, all modifications,
enhancements and versions and all options available with respect thereto, and all future products
developed or derived therefrom;




          (ii) source and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines,
compilers, assemblers, design concepts and related documentation and manuals;




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          (iii) production processes, marketing techniques and arrangements, mailing lists, purchasing
information, pricing policies, quoting procedures, financial information, customer and prospect
names and requirements, employee, customer, supplier and distributor data and other materials or
information relating to the Company’s business and activities and the manner in which the Company
does business;




          (iv) discoveries, concepts and ideas including, without limitation, the nature and results of
research and development activities, processes, formulas, inventions, computer-related equipment or
technology, techniques, “know-how,” designs, drawings and specifications;




          (v) any other materials or information related to the business or activities of the Company
which are not generally known to others engaged in similar businesses or activities; and




          (vi) all ideas which are derived from or relate to Executive’s access to or knowledge of any
of the above enumerated materials and information.



Failure to mark any of the Protected Information as confidential, proprietary or Protected
Information shall not affect its status as part of the Protected Information under the terms of
this Agreement. For purposes of this Agreement, the term Protected Information shall not include
information which is or becomes publicly available without breach of (i) this Agreement, (ii) any
other agreement or instrument to which the Company is a party or a beneficiary or (iii) any duty
owed to the Company by Executive or any third party; provided, however, that Executive hereby
acknowledges and agrees that, except as otherwise provided in Section 7(a) hereof, if Executive
shall seek to disclose, divulge, reveal, report, publish, transfer or use, for any purpose
whatsoever, any Protected Information, Executive shall bear the burden of proving that any such
information shall have become publicly available without any such breach.




     (c) Burden of Proof. In any dispute between the Company and Executive regarding
Protected Information, Executive shall bear the burden of proving that information is not Protected
Information.




	8.	 	DISCOVERIES AND WORKS




All discoveries and works made or conceived by the Executive during his employment by the Company,
jointly or with others, that relate to the Company’s activities shall be owned by the Company. The
term “discoveries and works” include, by way of example, inventions, computer programs (including
documentation of such programs), technical improvements, processes, drawings and work of
authorship. The Executive shall: (a) promptly notify, make full disclosure to, and execute and
deliver any documents requested by the Company to evidence or better assure title to such
discoveries and works in the Company; (b) assist the Company in obtaining or maintaining for itself
at its own expense United States and foreign patents, copyrights, trade secret protection or other
protection of any and all such discoveries and works; and (c) promptly execute, whether during the
Employment Period or thereafter,




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all applications or other endorsements necessary or appropriate to maintain patents and other
rights for the Company and to protect its title thereto.





	9.	 	REMEDIES




Executive acknowledges and agrees that any breach of his obligations under Sections 6, 7 or 8 of
this Agreement will cause the Company irreparable injury for which the Company has no adequate
remedy at law. Accordingly, in the event Executive breaches or threatens to breach any of his
obligations set forth in such sections, the Company shall have the right to obtain an injunction or
decree of specific performance from any court of competent jurisdiction to restrain him from
violating those obligations or to compel him to perform those obligations, in addition to any other
rights the Company may have against Executive. Executive agrees that the Company may obtain such
injunctive or equitable relief without posting a bond. If the Company must enforce any of its
rights in this Agreement and Executive is found liable in any such action, Executive shall
reimburse the Company for all of its reasonable costs, expenses and attorneys’ fees in connection
therewith.



10. REPRESENTATIONS AND WARRANTIES OF EXECUTIVE




     (a) Authority to Enter into Agreement. Executive hereby represents and warrants that
he has full right and authority to enter into this Agreement and to perform his obligations
hereunder.



     (b) No Breach of Contract. Executive represents and warrants that the execution and
delivery of this Agreement by Executive and the performance of Executive’s obligations hereunder
will not conflict with or breach any agreement, order or decree to which Executive is a party or
by which Executive is bound.



     (c) No Conflict of Interest. Executive warrants that he is not, to the best of his
knowledge and belief, involved in any situation that might create, or appear to create, a conflict
of interest with his loyalty to or duties for the Company.



     (d) No Third Party Materials or Documents. Executive further warrants that he has not
brought and will not bring to the Company or use in the performance of his responsibilities at the
Company any materials or documents of a third party, including without limitation a former
employer, that are not generally available to the public.



     (e) Other Obligations. Executive also understands that, as part of his employment
with the Company, Executive is not to breach any obligation of confidentiality that Executive has
to third parties, including without limitation former employers, and Executive agrees to honor all
such obligations during the Employment Period. Executive warrants that he is subject to no
employment agreement or restrictive covenant preventing full performance of his duties under this
Agreement. Executive has disclosed to the Company any prior confidentiality, non-competition or
assignment of invention agreements that he has entered into with previous employers or others,
which by their terms impose obligations on Executive as of the date hereof.



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     (f) Indemnification for Breach. In addition to other remedies that the Company might
have for breach of this Agreement, Executive agrees to indemnify and hold the Company harmless from
any breach of the representations and warranties set forth in this Section 10.




	11.	 	MISCELLANEOUS





     (a) Notices. Any notice required or permitted to be given under this Agreement shall
be in writing, and shall be deemed sufficient if delivered personally, mailed by certified or
registered mail, return receipt requested, or sent via facsimile or electronic mail if receipt is
acknowledged. Notice shall be deemed to have been given when personally delivered, two (2)
business days after having been mailed by certified or registered mail, return receipt requested,
or one (1) business day after acknowledgment of receipt of notice via facsimile or electronic mail
transmission, as follows:



If to the Company:



Virtual Alert, Inc.

c/o Global Secure Corp.

2600 Virginia Avenue, N.W.

Suite 600

Washington, D.C. 20037

Attention: General Counsel

Facsimile: (202) 333-0082

e-mail: egaller@globalsecurecorp.com



If to Executive:

5005 Bluffton Cove

Austin, TX 78730

Facsimile:

e-mail: eshaffer@virtualalert.com


or to such other address as the person to whom notice is to be given may have specified in a notice
duly given to the sender as provided herein.




     (b) Waiver. The waiver by any party to this Agreement of a breach of any of the
provisions of this Agreement shall not constitute a waiver of any subsequent breach.



     (c) Severability. In case any provision of this Agreement shall be held by a court or
arbitrator with jurisdiction over the parties to this Agreement to be invalid, illegal or otherwise
unenforceable, such provision shall be restated to reflect as nearly as possible the original
intentions of the parties in accordance with applicable law, and the validity, legality and
enforceability of the remaining provisions shall in no way be affected or impaired thereby.



     (d) Governing Law. This Agreement shall be governed by the laws of the State of
Texas, without regard to its conflict of laws provisions. Executive hereby irrevocably



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consents to, and waives any objection to the exercise of, personal jurisdiction by the state
and federal courts located in Austin, Texas with respect to any action or proceeding arising out of
this Agreement.




     (e) Assignment. This Agreement is not assignable by either party without the written
consent of the other; provided, however, that the provisions of this Agreement shall be assignable
to and shall inure to the benefit of and be binding upon any successor of the Company, whether by
merger, consolidation, or transfer of all or substantially all of its assets or otherwise.



     (f) Headings. The section headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of this Agreement.



     (g) Counterparts. This Agreement may be executed in counterparts, each of which shall
constitute an original agreement, but both of which shall constitute only one agreement.



     (h) Complete Agreement; Amendment. This Agreement supersedes any and all prior
discussions and understandings, whether written or oral, and represents the complete agreement
between the parties. In the event of a conflict or inconsistency between the terms of this
Agreement and the Company’s policies regarding employees, the terms of this Agreement shall
supersede the conflicting or inconsistent Company policies; otherwise Executive’s employment shall
be subject to the policies of the Company as revised form time to time. No modification, waiver,
termination, rescission, discharge or cancellation of this Agreement shall affect the right of any
party to enforce any other provision or to exercise any right or remedy in the event of any other
default. This Agreement may not be amended, modified or supplemented except by a written document
signed by both parties.



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



	 	 	 	 	 
	 	 	Virtual Alert, Inc.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Craig R. Bandes
	 

	 	 	 	 
	 

	 	Name:
	 	Craig Bandes
	 

	 	Title:
	 	Chief Executive Officer






	 	 	 	 	 
	 	 	Executive
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Eric Shaffer
	 

	 	 	 	 
	 

	 	Name:
	 	Eric Shaffer






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