Prepared by MERRILL CORPORATION









Exhibit 10.2




 




REGISTRATION RIGHTS

AGREEMENT




                This

Registration Rights Agreement (this “Agreement”) is entered into as of October 19, 2001, by

and between DecisionLink, Inc., a Delaware corporation (the “Company”), and Peter

A. Gerard, an individual resident in the State of Texas (“Gerard”).




Recitals




 




A.            Pursuant to that certain Employment

Agreement, dated as of October 19, 2001, by and between the Company

and Gerard (the “Employment Agreement”),

the Company will issue to Gerard a Stock Option (as such term is defined in the

Employment Agreement) to purchase Common Stock (as defined herein).




 




B.            Pursuant to the Employment Agreement,

Gerard will have other rights to acquire additional shares of Common Stock.




 




C.            In connection with the execution of the

Employment Agreement and the other documents contemplated thereby, the parties

hereto have agreed to the registration rights and other rights as set forth

below.




 




Now,

Therefore, in

consideration of these premises and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties

hereto agree as follows:




SECTION 1.1 GENERAL.




1.1 Definitions.  As used in this Agreement the following terms shall

have the following meanings:




“Agreement” shall have the meaning set forth

in the preamble.




 




“Company” shall have the meaning set forth in the preamble.




 




“Common Stock” means the common stock, par value $.0001 per share, of the

Company and any other securities into which or for which such common stock has

been converted or exchanged pursuant to a plan of recapitalization,

reorganization, merger, sale of assets, or otherwise.  The term “Common Stock” excludes, however, any security (i) the

sale of which has been effectively registered under the Securities Act (defined

below) and which has been disposed of in accordance with a Registration

Statement, (ii) that has been sold by a Holder in a transaction exempt from the

registration and prospectus delivery requirements of the Securities Act under

Section 4(1) thereof (including, without limitation, transactions pursuant

to Rules 144 and 144A) such that the further disposition of such

securities by the transferee or assignee is not restricted under the Securities

Act, or (iii) that has been sold by a Holder in a transaction in which such

Holder's rights under these provisions are not, or cannot be, assigned.




 




“Eligible Registration Statement” means a registration statement of the

Company in which shares of Common Stock are registered for resale or issuance

by the Company, other than pursuant to a registration statement on Form S-8 or

Form S-4, or their successors, or any other form for a similar limited purpose,

or any registration statement covering only securities proposed to be issued in

exchange for securities or assets of another corporation.




 




“Exchange Act” means the Securities Exchange

Act of 1934, as amended.




 




“Register,” “registered,” and “registration” refer to a registration

effected by preparing and filing a registration statement in compliance with

the Securities Act, and the declaration or ordering of effectiveness of such

registration statement or document.




 











“Registration and Selling Expenses” means all

expenses incurred by the Company or Gerard in complying with Sections 2

hereof, including, without limitation, (i) all the registration and filing fees

imposed by the SEC, any stock exchange or the Nasdaq Stock Market, Inc.; (ii)

printing expenses; (iii) fees of the accountants for the Company; (iv) fees and

disbursements of counsel for the Company; (v) blue sky fees and expenses; (vi)

all reasonable fees and expenses of counsel incurred by Gerard; and (v) all

fees and expenses of Gerard’s accountants.




 




“Selling Expenses” means (i) all underwriters’

commissions, discounts or fees, brokers’ fees or commissions payable or attributable

to shares being sold by Gerard; and (ii) all transfer or other taxes

attributable to shares being offered and sold by Gerard.




 




 “SEC” or

“Commission” means the

Securities and Exchange Commission.




 




“Securities Act” means the Securities Act of

1933, as amended.




 




“Violation” shall have the meaning set forth in Section 2.8.




 




SECTION 2. REGISTRATION




2.1 Demand Registration.




(a)   If at any ime

after the 90th day of the date hereof, the Company shall receive a written request

from Gerard that the Company file an Eligible Registration Statement covering

the registration of any shares of Common Stock issued to Gerard  pursuant to the Stock Option, or otherwise

acquired by Gerard pursuant to the Employment Agreement, then the Company shall

effect, as soon as reasonably practicable, and in any event not later than one

hundred eighty (180) days after the receipt of such registration request, the

registration of such Common Stock and shall include in such registration all

Common Stock requested to be registered by Gerard; provided, however,

that the Company shall be under no obligation to file an Eligible Registration

Statement if the Board of Directors determines in good faith and with the

concurrence of the Independent Director (as such term is defined in the

Employment Agreement, that the filing of the Eligible Registration Statement is

not then in the best interests of the Company or its stockholders, in which

case the Company may delay the registration of the Common Stock pursuant to

such a request for a period of time until such registration can be completed;

it being understood that, in such event, Gerard shall not be deemed to have

made a written request pursuant to this Section 2.1).




(b)           If Gerard intends to distribute the

Common Stock covered by his request by means of an underwritten public

offering, he shall so advise the Company as a part of his request made pursuant

to Section 2.1(a) hereof, the Company shall enter into an

underwriting agreement in customary form with the underwriter or underwriters

selected by Gerard for such underwriting (provided the same are underwriters

reasonably acceptable to the Company).




 




(c)           Gerard shall be entitled to make

written requests to the Company to file an Eligible Registration Statement

pursuant to Section 2.1(a) on two separate occasions.




 




2.2 Piggyback Registration Rights.




(a)           The

Company shall notify Gerard in writing at least 20days prior to the initial

filing of any Eligible Registration Statement under the Securities Act and shall

afford Gerard an opportunity to include in such registration statement all or

part of the Common Stock which may be then held by Gerard.  If Gerard desires to include in any such

registration statement all or any part of the Common Stock which may be then

held by him, Gerard shall, within 15 days after the above-described notice from

the Company, so notify the Company in writing. 

Such notice shall state the intended method of disposition of the Common

Stock by Gerard.  If Gerard decides not

to include all of his Common Stock in any registration statement thereafter

filed by the Company, Gerard shall nevertheless continue to have the right to

include any Common Stock in any subsequent Eligible Registration Statement or

Eligible Registration Statements as may be filed by the Company with respect to

offerings of its securities, all upon the terms and conditions set forth

herein.





(b)           If the

Eligible Registration Statement under which the Company gives notice under this

Section 2.2 is for an underwritten offering, the Company shall so

advise Gerard.  In such event, the right

of Gerard to be included in a registration pursuant to this Section 2.2

shall be conditioned upon Gerard’s participation in such underwriting and the

inclusion of Gerard’s Common Stock in the underwriting to the extent provided

herein.  If Gerard proposes to

distribute his Common Stock through such underwriting, he shall enter into an

underwriting agreement in customary form with the underwriter or underwriters

selected for such underwriting by the Company. 

Notwithstanding any other provision of the Agreement, if the underwriter

determines in its reasonable opinion that marketing factors require a

limitation of the number of shares to be underwritten, the number of shares

that may be included in the underwriting shall be allocated: first, to the

Company; and second, pro rata, to Gerard and other holders, if any, included in

the underwritten offering who have a contractual right to an allocation of the

number of selling stockholder shares which may be included in such

underwriting. If Gerard disapproves of the terms of any such underwriting,

Gerard may elect to withdraw therefrom by written notice to the Company and the

underwriter, delivered at least 10 business days prior to the effective date of

the registration statement.  Any Common

Stock excluded or withdrawn from such underwriting shall be excluded and

withdrawn from the registration.




(c)           The Company shall have the right to

terminate, suspend or withdraw any registration initiated by it under this Section 2.2

prior to the effectiveness of such registration whether or not Gerard has

elected to include securities in such registration.  The Registration Expenses of such withdrawn registration shall be

borne by the Company in accordance with Section 2.3 hereof.




2.3 Expenses of Registration.  Except as specifically provided herein, all

Registration Expenses incurred in connection with any registration,

qualification or compliance pursuant to Sections 2.1 and 2.2 herein

shall be borne by the Company and all Selling Expenses shall be borne by

Gerard.




2.4 Obligations of the Company.  In connection with any registration of Common Stock

that is not terminated, suspended or withdrawn pursuant to Section 2.2(b)

hereof, the Company shall, as expeditiously as reasonably possible:




(a)           Upon the request of Gerard, use

commercially reasonable efforts to keep such registration statement effective

up to 90 days or, if earlier, until Gerard has completed the distribution

related thereto; provided, that before filing with the SEC a registration

statement or prospectus or any amendments or supplements thereto, the Company

shall furnish to Gerard copies of for his review such documents proposed to be

filed.




(b             )Prepare and file with the SEC such

amendments and supplements to such registration statement and the prospectus

used in connection with such registration statement as may be necessary to

comply with the provisions of the Securities Act with respect to the

disposition of all securities covered by such registration statement for the

period set forth in paragraph (a) above.




(c)           Furnish to Gerard such number of copies

of a prospectus, including a preliminary prospectus, in conformity with the

requirements of the Securities Act, and such other documents as he may reasonably

request in order to facilitate the disposition of Common Stock owned by him.




(d)           Use all reasonable efforts to register

and qualify the securities covered by such registration statement under such

other securities or Blue Sky laws of such jurisdictions as shall be reasonably

requested by Gerard; provided that the Company shall not be

required in connection therewith or as a condition thereto to qualify to do

business or to file a general consent to service of process in any such states

or jurisdictions unless the Company is already subject to service in such

jurisdiction and except as may be required by the Securities Act.





(e)           In the event of any underwritten public

offering, enter into and perform its obligations under an underwriting

agreement, in usual and customary form, with the managing underwriter(s) of

such offering.  If Gerard participates

in such underwriting, he shall also enter into and perform his obligations

under such an agreement.




(f)            Notify Gerard at any time when a

prospectus relating thereto is required to be delivered under the Securities

Act of the happening of any event as a result of which the prospectus included

in such registration statement, as then in effect, includes an untrue statement

of a material fact or omits to state a material fact required to be stated

therein or necessary to make the statements therein not misleading in the light

of the circumstances then existing.  The

Company shall amend or supplement such prospectus in order to cause such

prospectus not to include any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the

statements therein not misleading in the light of the circumstances then

existing.




(g)           Use all reasonable efforts to furnish, on

the date that such Common Stock is delivered to the underwriters for sale, if

such securities are being sold through underwriters, (i) an opinion, dated

as of such date, of the counsel representing the Company for the purposes of

such registration, in form and substance as is customarily given to

underwriters in an underwritten public offering, addressed and delivered to the

underwriters, and (ii) a letter dated as of such date, from the

independent certified public accountants of the Company, in form and substance

as is customarily given by independent certified public accountants to

underwriters in an underwritten public offering, addressed and delivered to the

underwriters.




2.5 Termination of Registration

Rights.  Gerard’s registration rights shall expire if all

Common Stock held by and issuable to Gerard pursuant to the Stock Option, or

otherwise in accordance with the terms of the Employment Agreement, may be sold

under Rule 144 during any 90-day period.




2.6

Furnishing Information.  It shall be a condition precedent to the

obligations of the Company to take any action pursuant to Section 2.1

or Section 2.2 that Gerard shall furnish to the Company such

information regarding himself, the Common Stock held by him and the intended

method of disposition of such securities as shall be required to effect the

registration of their Common Stock.




2.7

Stockholder Undertakings.  Gerard covenants with the

Company as follows:




 




                                (a)           No

Stabilization.  Gerard will not

effect any stabilization transactions or engage in any stabilization activity

proscribed by Rule 10b-7 under the Exchange Act in connection with any

securities of the Company during the period of any distribution of the Common

Stock by Gerard pursuant to any registration statement.




 




                                (b)           Brokers.  Gerard (i) shall furnish each broker through

whom he offers the Common Stock such number of copies of any prospectus and any

supplements thereto or amendments thereof which such broker may reasonably

require (provided that the Company has provided Gerard with such prospectus,

supplements and amendments), (ii) shall inform such broker as to the number of

shares of Common Stock offered through such broker, that such shares are part

of a distribution and that such broker is subject to the provisions of

Regulation M under the Exchange Act until such time as such broker has

completed the sale of all such shares, and (iii) shall notify such broker

when distribution of the shares of Common Stock by Gerard pursuant to any

registration statement has been completed or any registration statement is no

longer effective or is withdrawn.




 




                                (c)           Amendments

and Supplements.  Gerard shall

promptly furnish to each person (including each broker) to whom Gerard has

delivered copies of the prospectus an equivalent number of copies of any

amendment thereof or supplement thereto (provided that the Company has provided

Gerard with such amendment or supplement).




 




                                (d)           Transaction

Information.  Gerard shall report

promptly to the Company upon any disposition of Common Stock by Gerard and upon

completion of the distribution of Gerard’s Common Stock pursuant to any

registration statement.







 




                                (e)           Exchange

Act Compliance.  Gerard shall, at

any time he is engaged in a distribution of the Common Stock under any

registration statement, comply to the extent required with Regulation M (as

currently in effect or as amended or any successor or similar provisions)

promulgated under the Exchange Act and shall distribute the Common Stock solely

in the manner described in any registration statement, and shall not do any of

the following during the period from the effective date of any registration

statement until the completion of any offering of the Common Stock by Gerard

pursuant to such registration statement:




 




                                                (i)            Bid for or purchase, for

any account in which Gerard or any affiliate of Gerard has a beneficial

interest, any securities of the Company other than in transactions permitted by

Regulation M under the Exchange Act;




 




                                                (ii)           Attempt to induce any person to

purchase any securities of the Company other than in transactions permitted by

Regulation M under the Exchange Act; or




 




                                                (iii)         Pay or offer or agree to pay to anyone,

directly or indirectly, any compensation for soliciting another to purchase any

securities of the Company on a national securities exchange or pay or offer or

agree to pay to anyone any compensation for purchasing securities of the

Company on a national securities exchange other than those securities offered

by Gerard.




 




                                (f)            Publicity; Selling Efforts.  Gerard shall not, during the period of any

offering by Gerard of any Common Stock under any registration statement, use or

disseminate any information concerning the Company other than the prospectus

(or any amendment thereof or supplement thereto furnished by the Company) and

may not undertake any form of publicity with respect to the Company or engage

in any similar activities that may be deemed to be an unlawful selling effort

within the meaning of Section 10 of the Exchange Act.




 




                                (g)           Material

Nonpublic Information.  Gerard shall

not offer to sell, sell or otherwise enter into any transaction in connection

with any Common Stock if Gerard is aware of material nonpublic information

regarding the Company or its subsidiaries.




 




                                (h)           Brokerage

Commissions.  Except as disclosed in

the prospectus, (i) Gerard will not pay unusual or special brokerage

commissions (other than ordinary brokerage arrangements) on any sales effected

through a broker, and (ii) no selling arrangement will have been entered

into between Gerard and any securities dealer or broker.




 




2.8 Indemnification.  In the event any Common Stock is included in a

registration statement under this Section 2:




(a)           To the extent permitted by law, the

Company will indemnify and hold harmless Gerard against any losses, claims,

damages, or liabilities to which he may become subject under the Securities

Act, the Exchange Act or other federal or state law, insofar as such losses,

claims, damages or liabilities (or actions in respect thereof) arise out of or

are based upon any of the following statements, omissions or violations

(collectively a “Violation”)

by the Company: (i) any untrue statement or alleged untrue statement of a

material fact contained in such registration statement, including any

preliminary prospectus or final prospectus contained therein or any amendments

or supplements thereto, (ii) the omission or alleged omission to state

therein a material fact required to be stated therein, or necessary to make the

statements therein not misleading, or (iii) any violation or alleged violation

by the Company of the Securities Act, the Exchange Act, any state securities

law or any rule or regulation promulgated under the Securities Act, the

Exchange Act or any state securities law in connection with the offering

covered by such registration statement; and the Company will pay as incurred to

Gerard any legal or other expenses reasonably incurred by him in connection

with investigating or defending any such loss, claim, damage, liability or

action; provided,

that the indemnity agreement contained in this Section 2.8(a)

shall not apply to amounts paid in settlement of any such loss, claim, damage,

liability or action if such settlement is effected without the consent of the

Company, which consent shall not be unreasonably withheld or delayed, nor shall

the Company be liable in any such case for any such loss, claim, damage,

liability or action to the extent that it arises out of or is based upon a

Violation that occurs in reliance upon and in conformity with written

information furnished expressly for use in connection with such registration by

Gerard.  The indemnity agreement

contained in this Section 2.8(a) is in addition to any other

indemnification rights that Gerard may be entitled to and in no event should

this Section 2.8(a) be deemed a limitation thereof.





(b)           To the extent permitted by law, Gerard

will, if Common Stock held by Gerard is included in the securities as to which

such registration, qualification or compliance is being effected, indemnify and

hold harmless the Company and each of its directors or officers, stockholders

and controlling persons against any losses, claims, damages or liabilities to

which the Company or any such director, officer stockholder or controlling

person may become subject under the Securities Act, the Exchange Act or other

federal or state law, insofar as such losses, claims, damages or liabilities

(or actions in respect thereto) arise out of or are based upon any Violation,

in each case to the extent (and only to the extent) that such Violation occurs

in reliance upon and in conformity with written information furnished by Gerard

under an instrument duly executed by Gerard and stated to be specifically for

use in connection with such registration; and Gerard will pay as incurred any

legal or other expenses reasonably incurred by any person intended to be

indemnified pursuant to this Section 2.8(b) in connection with

investigating or defending any such loss, claim, damage, liability or action; provided, that

the indemnity agreement contained in this Section 2.8(b) shall not

apply to amounts paid in settlement of any such loss, claim, damage, liability

or action if such settlement is effected without the consent of Gerard, which

consent shall not be unreasonably withheld or delayed; provided further, that in no

event shall any indemnity under this Section 2.8 exceed the

proceeds received by Gerard for Common Stock that was registered in that

offering.




(c)           Promptly after receipt by an indemnified

party under this Section 2.8 of notice of the commencement of any action

(including any governmental action), such indemnified party will, if a claim in

respect thereof is to be made against any indemnifying party under this Section 2.8,

deliver to the indemnifying party a written notice of the commencement thereof

and the indemnifying party shall have the right to participate in, and, to the

extent the indemnifying party so desires, jointly with any other indemnifying

party similarly noticed, to assume the defense thereof with counsel mutually

satisfactory to the indemnifying parties; provided, that an indemnified party shall

have the right to retain its own counsel, with the fees and expenses to be paid

by the indemnifying party, if representation of such indemnified party by the

counsel retained by the indemnifying party would be inappropriate due to actual

or potential differing interests between such indemnified party and any other

party represented by such counsel in such proceeding.  The failure to deliver written notice to the indemnifying party

within a reasonable time of the commencement of any such action, if materially

prejudicial to its ability to defend such action, shall relieve such

indemnifying party of any liability to the indemnified party under this Section 2.8,

but the omission so to deliver written notice to the indemnifying party will

not relieve it of any liability that it may have to any indemnified party

otherwise than under this Section 2.8.




(d)           If the indemnification provided for in

this Section 2.8 is held by a court of competent jurisdiction to be

unavailable to an indemnified party with respect to any losses, claims, damages

or liabilities referred to herein, the indemnifying party, in lieu of

indemnifying such indemnified party thereunder, shall to the extent permitted

by applicable law contribute to the amount paid or payable by such indemnified

party as a result of such loss, claim, damage or liability in such proportion

as is appropriate to reflect the relative fault of the indemnifying party on

the one hand and of the indemnified party on the other in connection with the

Violation(s) that resulted in such loss, claim, damage or liability, as well as

any other relevant equitable considerations. 

The relative fault of the indemnifying party and of the indemnified

party shall be determined by a court of law by reference to, among other

things, whether the untrue or alleged untrue statement of a material fact or

the omission to state a material fact relates to information supplied by the

indemnifying party or by the indemnified party and the parties’ relative

intent, knowledge, access to information and opportunity to correct or prevent

such statement or omission; provided, that in no event shall any

contribution by Gerard hereunder exceed the proceeds received by Gerard for

shares of Common Stock that were registered in that offering.





(e)           The obligations of the Company and Gerard

under this Section 2.8 shall survive completion of any offering of

Common Stock pursuant to a registration statement and the termination of this

Agreement.  No indemnifying party, in

the defense of any such claim or litigation, shall, except with the consent of

each indemnified party, consent to entry of any judgment or enter into any

settlement which does not include as an unconditional term thereof the giving

by the claimant or plaintiff to such indemnified party of a release from all

liability in respect to such claim or litigation.




2.9 Rule 144 Reporting.  With a view to making available to Gerard the benefits

of certain rules and regulations of the SEC which may permit the sale of the

Common Stock to the public without registration, the Company agrees to use its

commercially reasonable efforts to:




(a)           make and keep public information

available, as those terms are understood and defined in Rule 144 of the

Securities Act or any similar or analogous rule promulgated under the

Securities Act, at all times; and




(b)           file with the SEC, in a timely manner,

all reports and other documents required of the Company under the Exchange Act.




SECTION 3. MISCELLANEOUS.




3.1 Governing Law.  This Agreement shall be construed under the laws of

the State of Texas.  The parties hereby

consent to the non-exclusive jurisdiction of the United States District Court

for the Northern District of Texas (or state court if federal jurisdiction does

not apply) with respect to any claim, controversy or dispute which arises

between the parties hereto.




3.2 Specific Performance.  The parties hereto hereby declare that it may be

impossible to measure in money the damages which will accrue to a party hereto

or to their heirs, personal representatives, or assigns by reason of a failure

to perform certain of the obligations under this Agreement and agree that those

terms of this Agreement shall be specifically enforceable.  If any party hereto or his heirs, personal

representatives, or assigns institutes any action or proceeding to specifically

enforce the provisions hereof, any person against whom such action or

proceeding is brought hereby waives the claim or defense therein that such

party or such personal representative has an adequate remedy at law, and such

person shall not offer in any such action or proceeding the claim or defense

that such remedy at law exists.




3.3 Successors and Assigns.  Except as otherwise expressly provided herein, the

provisions hereof shall inure to the benefit of, and be binding upon, the

successors, permitted assigns, heirs, executors, and administrators of the

parties hereto.




3.4 Entire Agreement.  This Agreement, the Employment Agreement, the Voting

Agreement and the Confidentiality, Inventions and Non-Disparagement Agreement,

entered into contemporaneously by and between the parties hereto, shall be

deemed to constitute the full and entire understanding and agreement between

the parties with regard to the subject matter hereof and no party shall be

liable or bound to any other in any manner by any representations, warranties,

covenants and agreements except as specifically set forth herein.




3.5 Severability. In the event one or more of the

provisions of this Agreement should, for any reason, be held to be invalid,

illegal or unenforceable in any respect, such invalidity, illegality, or

unenforceability shall not affect any other provisions of this Agreement, and

this Agreement shall be construed as if such invalid, illegal or unenforceable

provision had never been contained herein.




3.6 Amendment and Waiver.  This Agreement may be amended only with the written

consent of the parties hereto.  The

observance of any provision of this Agreement may be waived (either generally

or in a particular instance and either retroactively or prospectively), only

with the written consent of the party against whom such waiver is to be

enforced.  Any amendment or waiver

effected in accordance with this Section 3.6 shall be binding upon

Gerard and the Company.





3.7 Delays or Omissions.  It is agreed that no delay or omission to exercise any

right, power,or remedy accruing to any party, upon any breach, default or

noncompliance of the other parties under this Agreement shall impair any such

right, power, or remedy, nor shall it be construed to be a waiver of any such

breach, default or noncompliance, or any acquiescence therein, or of any

similar breach, default or noncompliance thereafter occurring.  It is further agreed that any waiver,

permit, consent, or approval of any kind or character by any party of any

breach, default or noncompliance under the Agreement or any waiver by that

party of any provisions or conditions of this Agreement must be in writing and

shall be effective only to the extent specifically set forth in such

writing.  All remedies, either under

this Agreement, by law, or otherwise afforded to any party, shall be cumulative

and not alternative.




3.8 Notices.  All notices required or permitted hereunder shall be

in writing and shall be deemed effectively given: (a) upon personal

delivery to the party to be notified, (b) when sent by confirmed

electronic mail or facsimile if sent during normal business hours of the

recipient; if not, then on the next business day, (c) five days after

having been sent by registered or certified mail, return receipt requested,

postage prepaid, or (d) one day after deposit with a nationally recognized

overnight courier, specifying next day delivery, with written verification of

receipt.  All communications shall be

sent to the party to be notified at the address as set forth on the signature

pages hereof or at such other address as such party may designate by 10 days

advance written notice to the other parties hereto.




3.9 Titles and Subtitles.  The titles of the sections and subsections of this

Agreement are for convenience of reference only and are not to be considered in

construing this Agreement.




3.10 Counterparts.  This Agreement may be executed in any number of

counterparts, each of which shall be an original, but all of which together

shall constitute one instrument.




(Remainder of page intentionally

left blank.)




In Witness Whereof, this Agreement is hereby

executed as of the date first written above.




 




	

   


  	

  COMPANY:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  DecisionLink,

  Inc.


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Geoffrey F. Hewitt


  	

   


  
	

   


  	

  Name:


  	

  Geoffrey F. Hewitt


  	

   


  
	

   


  	

  Title:


  	

  Chairman and CEO


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Address:


  	

  1181 Grier Drive, Suite B


  	

   


  
	

   


  	

   


  	

  Las Vegas, Nevada  89119


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  /s/ Peter A. Gerard


  	

   


  
	

   


  	

  Peter A. Gerard


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Address:


  	

  4317 Echo Glen


  	

   


  
	

   


  	

   


  	

  Dallas, Texas  75244