Prepared by MERRILL CORPORATION









Exhibit 10.1




 




EMPLOYMENT AGREEMENT




 




AGREEMENT entered into this 19TH

day of October, 2001, by and between DecisionLink, Inc., a Delaware

corporation, with its principal place of business at 1181 Grier Drive, Suite B,

Las Vegas, Nevada 89119 (the "Company") and Peter A. Gerard, with an

address at 4317 Echo Glen, Dallas, Texas 75244 (the "Executive").




 




WITNESSETH:




 




WHEREAS, the Company wishes to employ the

Executive in the principal capacity of President and Chief Executive Officer of DecisionLink,

Inc. upon the terms and conditions contained herein;




 




WHEREAS, the Executive is desirous of

employment with the Company and is willing to accept such employment for the

inducements and upon the terms and conditions contained herein;




 




                WHEREAS, in connection with Executive’s employment the Company has

bargained, for  and entered into on this

date with the Executive, a Confidentiality, Inventions and Non-Disparagement

Agreement (the “NDA”);




 




WHEREAS, certain stockholders of the Company

have contemporaneously entered into a Voting Agreement of even date herewith

(the “Voting Agreement”);




 




WHEREAS, the parties hereto have also

executed a Registration Rights Agreement of even date herewith (the “Registration Rights Agreement”);

and




 




WHEREAS, the Company, Peter A. Gerard and The

Ivy Group, LLC have executed a Termination Agreement and Mutual Release of even

date herewith (the “Termination Agreement”).




 




NOW, THEREFORE, in consideration of the

mutual premises and agreements contained herein and in the NDA, the Voting

Agreement, the Registration Rights Agreement and the Termination Agreement and

for such other good and valuable consideration, the parties hereby agree as

follows:




 




1.             Employment.  Effective as of the date hereof, the Company

hereby employs the Executive and the Executive hereby accepts employment as

President and Chief Executive Officer (collectively hereinafter referred

to  as the “CEO”), upon the terms and

conditions set forth herein.




 




2.             Term.




 




                (a)           The term of this

Agreement shall commence on the date hereof and shall continue for an initial

term of six (6) months (the “Initial Term”); provided, however,

that the Initial Term of this Agreement shall be subject to an extension solely

at the Executive’s option, on the same terms and conditions as then in effect hereunder,

for an additional six-month period, if the Six-Month Milestones (as defined

below) are substantially achieved; and provided, further, that

the Initial Term, as so extended, shall also be subject to an extension for an

additional l2 month period (or a total of two years from the date hereof) upon

the concurrence of both the Company and the Executive, if the Twelve-Month

Milestones (as defined below) are substantially achieved.




 




                (b)           Determination as to

whether the Six-Month Milestones or Twelve-Month Milestones have been

substantially achieved shall be made in good faith by the Executive, on the one

hand, and the Board of Directors, on the other hand.  In order to determine the Six-Month Milestones and Twelve-Month

Milestones, representatives of the Board of Directors shall meet with the

Executive during the two-week period following the date of execution of this

Agreement.  Such Six-Month Milestones

and Twelve-Month Milestones shall be approved by the Company’s Board of

Directors and set forth in a schedule to be attached hereto as Schedule I,

which, when attached, shall form a part hereof for all purposes.  If Schedule I is not agreed to and attached

to this Agreement within four (4) weeks from the date hereof, the Company shall

pay to the Executive the aggregate amount of the Base Salary for the most

recent month as liquidated damages for his services hereunder and this

Agreement, the NDA, the Voting Agreement, the Termination Agreement and the

Registration Rights Agreement shall be of no further force and effect.











 




                (c)           At the expiration of

the Term, the Company shall have no further obligation to Executive, and the

Executive shall have no further obligation to the Company, except as may

otherwise be set forth in the NDA or the Registration Rights Agreement and

except for any compensation set forth herein which may then be owed hereunder

and continuing obligations of the Company pursuant to Section 9 hereof.




 




3.             Duties.




 




(a)           During

the Term hereof, the Executive shall serve the Company as its President and CEO

and shall perform such duties and services consistent with the position of

President and CEO, as such position may exist under law, in accordance with the

Company’s organizational documents and as the Company's Board of Directors may

designate, from time to time, consistent with the terms hereof, applicable law

and the Company’s organizational documents. 

The Executive covenants and agrees to perform to the best of Executive’s

abilities, such duties and other reasonable executive duties and responsibilities

assigned to Executive by the Board of Directors in accordance with the

foregoing.  Unless prevented by death or

disability, the Executive shall devote substantially all of his business time

(allowing for vacations and national holidays, as set forth in Sections 5(a)

and (g) hereof, and any illnesses) exclusively to the business and affairs of

the Company while working primarily from such locations as may be required to

perform Executive’s duties hereunder as determined by the Board of Directors and

shall use his best efforts, skill and abilities to promote its interests.  Notwithstanding the foregoing, nothing

contained herein shall restrict Executive’s ability to perform the specific

business activities as set forth on Schedule II hereto.




 




(b)           It

is hereby acknowledged and agreed that the Board of Directors of the Company

has elected the Executive to serve as President and CEO of the Company, and the

Company hereby agrees to use its best efforts consistent with customary

practice to assist the Executive in performing his services as President and

Chief Executive Officer of the Company during the Term and otherwise complying

with the terms and provisions hereof.




 




4.             Compensation.  In addition to the Stock Incentive

Compensation and Cash Incentive Compensation (as defined below), for the

services rendered by the Executive hereunder, the Company shall pay and the

Executive shall accept the following compensation:




 




(a)           During

the Term hereof, the Executive shall receive a base salary of  Twenty Five Thousand Dollars ($25,000) per

month (the "Base Salary"), which Base Salary shall be earned and

shall be payable in advance at such intervals not less frequently than

bi-weekly. Notwithstanding the foregoing, the Executive and the Company hereby agree

that until one million ($1 million) of New Capital (as defined below) is

obtained by the Company, $10,000 per month of the Base Salary shall be accrued

and deferred; it being understood that all such accrued and unpaid Base Salary

shall be paid in full, contemporaneously with the Company’s receipt of $1

million of New Capital.  Thereafter,

commencing with the next pay period, the Base Salary to be paid to the

Executive shall be reduced to $20,000 per month.




 




(b)           During

the Term hereof, Executive shall, as part of his duties, assist the Company in

obtaining new capital (“New Capital”), which New Capital shall be in the form

of either debt or equity securities to be issued by the Company, any subsidiary

or subsidiaries thereof, so long as, if in the case of any subsidiary issuance,

$l million of accrued expenses (e.g., salaries, payables and overhead) of the

Company are assumed and paid by such subsidiary or subsidiaries.  The Company agrees to take all action

necessary to cooperate and assist Executive in obtaining such New Capital

consistent with customary practice and industry standards and will, so long as

such New Capital is obtained, take all necessary actions and execute any

requisite documentation to authorize its issuance.











 




(c)           The

Executive's salary shall be payable subject to such deductions as are then

required by law and such further deductions as may be agreed to by the

Executive, in accordance with the Company's prevailing salary payroll

practices.




 




5.             Benefits

and Expenses.  During the Term

hereof, the Executive shall be entitled to the following benefits and expense

reimbursement:




 




(a)           The

Executive shall be entitled to up to two 

(2) weeks of paid vacation for the Initial Term, and four (4) weeks paid

vacation during each consecutive twelve (12) month period thereafter;




 




(b)           The

Executive shall be entitled to participate in and/or receive all benefits such

as medical, disability, hospital and health insurance plans, and profit

sharing, pension plan, life insurance and other plans, if any, which the Company

may generally make available to its executives and employees.




 




(c)           The

Executive shall also at all times during the Term hereof be named as an

additional insured under the Directors and Officers' insurance policy, a copy

of which has been provided to Executive, and the Company shall take all actions

necessary to maintain such insurance and otherwise maintain the indemnification

provisions contained in the Company’s organizational documents as of the date

hereof.




 




(d)           Executive

shall be entitled to participate in any annual option grant program generally

made available to other executive officers of the Company.




 




(e)           Executive

shall be entitled cash advances and/or a corporate credit card to be utilized

in connection with any out-of-pocket expenses which Executive may incur,

directly or indirectly, in connection with the performance of his duties on

behalf of the Company.




 




(f)            Executive

shall also be reimbursed for any other reasonable expenses incurred by him,

directly or indirectly, in connection with his performance of services on

behalf of the Company;




 




(g)           The

Executive shall receive as paid days off all national holidays that the

Company, pursuant to established policy, recognizes and observes.




 




6.             Additional

Compensation




 




(a)           Pursuant

to the Voting Agreement, the principal stockholders of the Company have agreed

to vote (in accordance with a written consent in lieu of a meeting) their

shares in favor of, and use their best efforts to obtain the requisite number

of votes to increase the authorized capital of the Company (the “Charter

Amendment”).  The Company shall use its

best efforts to insure that the Charter Amendment is effective (the “Effective

Date”) within forty (40) days of the execution of this Agreement.  In the event the Securities and Exchange

Commission issues comments on any filings made by the Company in connection

with the Charter Amendment, the Company will use its best efforts to respond to

such comments as promptly as possible.











 




(b)           Subject to

obtaining such Charter Amendment, in addition to receiving the Base Salary

provided for in Section 4, Executive shall receive the following additional

compensation, as long as he is employed by the Company (the “Stock Additional

Compensation”):




 




i)              Immediately following the adoption

of the Charter Amendment, the Executive shall be issued a five-year,

non-qualified stock option (the “Stock Option”) outside of any plan, entitling

the Executive to acquire shares of the Company’s Common Stock, $.0001 par value

(the “Common Stock”), in accordance with the following: (A) two percent

(2%) of the then fully diluted issued and outstanding shares of Common Stock

with an exercise price equal to weighted average market price per share on the

trading day immediately prior to the date of this Agreement; (B) if the

Company raises $500,000 in New Capital from any sources prior to or on November

1, 2001, an additional one million shares of Common Stock, with an exercise

price equal to the then weighted average market price per share on the trading

date immediately prior to the date such New Capital is received by the Company;

(C) if the Company raises a total of $l.0 million (including the $500,000

in (B) above) in New Capital prior to or on December 1, 2001, one million

shares of Common Stock (or an aggregate of two million shares), with an

exercise price equal to the then weighted average market price per share on the

trading date immediately prior to the date when such New Capital is received by

the Company; and (D) if the Company’s bondholders’ interest payment of

approximately $137,000 is satisfied, one way or another, prior to or on the due

date of December 1, 2001, an additional one million shares of Common Stock with

an exercise price equal to the weighted average market price on the trading

date immediately prior to the date such interest payment is satisfied in

full.  The Stock Option shall not

contain any other vesting requirements shall, entitle the Executive to have

cashless exercises, shall be assignable by the Executive without the consent of

the Company and shall become immediately earned, vested and exercisable upon a

Change of Control (as defined below).




 




ii)             Additional shares of Common Stock

shall be issued on each of the Measurement Dates (as defined below) to the

Executive (or rights to acquire shares having the same aggregate Market Value

(as defined below), at the Executive’s option), which shares shall have an

aggregate Market Value for all shares to be issued equal to the amount obtained

by multiplying the applicable percentage as set forth below by the increase in

the Average Market Capitalization (as defined below).




 




As used

herein, Average Market Capitalization shall mean a dollar amount obtained by

multiplying 154 million by the Market Value per share and adding to such number

the aggregate amount of $7.4 million; it being understood that the 154 million

represents the number of outstanding shares of Common Stock of the Company,

which in connection with such calculation shall at all times remain as a

constant regardless of the actual number of shares issued and outstanding,

except that stock issuances in connection with exercises of the Stock Option

shall be included, as well as any stock issued upon conversion of outstanding

debt (in which event the $7.4 million shall also be reduced by the amount of

such debt that is converted).




 




Market Value

as used herein shall mean the weighted average market price per share on the

relevant Measurement Date.




 




The applicable

percentages shall be 3% of the increase from the Average Market Capitalization

on the date hereof up to $35 million and 2% of any subsequent increase of

Average Market Capitalization above $35 million.




 




The

Measurement Dates (herein so called) for the purpose of receiving these

additional shares of Common Stock are six months, 12 months, 18 months and 24

months after the date hereof.




 




Notwithstanding

anything herein to the contrary, the number of shares to be issued in

accordance with the foregoing shall be rounded to the nearest whole number and

reduced by the then current Market Value of any shares previously issued to

Executive solely pursuant to the provisions of this (ii).




 




(c)           Without

limiting the foregoing, Executive shall also be entitled to receive incentive

compensation (the “Cash Incentive Compensation”) in the event that during the

Term, the Company raises any New Capital. 

Such Cash Incentive Compensation shall be equal to a maximum of 3% of

the gross cash proceeds received by the Company, directly or indirectly, if the

commission paid by the Company for such New Capital is 7% or lower.  If the commission paid by the Company is

between 7% and 10% then the amount to be so paid would be the percentage

difference between 10% and the actual commission rate.  By way of example, if a commission of 8% is

paid to an outside broker or other then 2% would be paid to the Executive.  If an investment in the form of New Capital

is made by any parties or investors into any subsidiary of the Company or joint

venture or similar entity into which the Company transfers assets or rights,

then 1.5% of the cash or other current assets invested by a new party would be

paid to the Executive.











 




7.             Disability

and Death.




 




(a)           Disability.  If, during the term of this Agreement, the

Executive becomes disabled (as defined herein), then the Company may, upon 30

days' written notice to the Executive, terminate this Agreement. Upon loss of

medical coverage under the Company’s medical plan on account of disability, the

Executive may elect  continuation of

coverage in the Company’s medical plan for himself and his eligible dependents

pursuant to Public Law 99-272 (COBRA) (“Continuation of Coverage”).  If the Executive and/or his eligible

dependents elect such Continuation of Coverage, the Company will pay the entire

cost of such Continuation of Coverage for a period of one (1) year. The

executive shall be disabled for purposes of this Agreement is he qualifies for

disability benefits under the Company’s then effective disability insurance

coverage or, if there is none, in accordance with customary industry practice.




 




(b)           Death.  This Agreement shall automatically terminate

upon and as of the date of death of the Executive at any time during the Term

of this Agreement.  The Executive shall

be covered under the Company’s life insurance coverage and his estate shall

receive under such policy, or otherwise by reason of the Executive's death, in

a lump sum, an amount equal to twelve (12) times his Base Salary for the most

recent month.




 




8.            Termination

Provisions.  In addition to, and not

in lieu of, the termination provisions set forth in Section 7 herein, the

employment of the Executive hereunder may be terminated by the Company prior to

the termination date of the Initial Term or any renewal term thereafter (as set

forth in Section 2 hereof) for sufficient “cause,” which cause is defined

below.




 




                In the event of a termination of employment for cause, the Company

shall only be obligated to pay Executive the Base Salary through the date of

such termination.  For purposes of this

Section 8, “cause” shall mean (i) the Executive’s conviction of a felony

involving personal dishonesty, moral turpitude or willfully violent conduct,

(ii) the Executive’s substantiated act of fraud against the Company, (iii) the

willful and continued failure by the Executive to perform his duties with the

Company (other than any such failure resulting from incapacity due to physical

or mental illness), after a demand for substantial performance is delivered to

the Executive by the Board which specifically identifies the manner in which

the Board believes that he has not substantially performed his duties, or (iv)

the willful engaging by the Executive in gross misconduct materially and

demonstrably injurious to the Company. 

For purposes of this paragraph, no act, or failure to act, on the

Executive's part shall be considered "willful" unless done, or

omitted to be done, by him not in good faith and without reasonable belief that

his action or omission was not in the best interest of the Company.  Clauses (iii) and (iv) of this Section 8 (a)

shall not constitute cause unless there shall has been delivered to the

Executive a copy of a resolution duly adopted by the affirmative vote of not

less than sixty (60%) of the entire authorized membership of the Board at a

meeting of the Board called and held for the purpose (after reasonable notice

and an opportunity for the Executive, together with counsel, to be heard before

the Board), finding that in the good faith opinion of the Board he was guilty

of conduct set forth above in clauses (iii) or (iv), and a  Company notification, in writing, specifying

in reasonable detail the basis for such finding.  Furthermore, if Executive's actions are curable, clauses (iii)

and (iv) shall not constitute cause unless Executive fails to cure such matter

within sixty (60) days after Executive receives such written notice.  If requested by Executive in writing on or

before three (3) business days following Executive's receipt of written

notification of his proposed termination for cause, Executive shall be

permitted to respond and to defend himself before the Board of Directors of the

Company within twenty (20) days after Executive's receipt of such written

notification.




 




9.             Indemnity.




 




(a)           The Company acknowledges and agrees

that the Company shall indemnify, defend and hold harmless the Executive to the

full extent provided under the laws of the State of Delaware.  Further, 

the Company agrees to indemnify, defend and hold harmless the Executive

and all of his heirs and successors from and against any and all losses,

claims, damages, liabilities, costs and expenses (and all actions, suits,

proceedings or claims in respect thereof) and any legal or other expenses

(including all attorneys’ fees and fees and expenses of expert witnesses) in

giving testimony or furnishing documents in response to a subpoena or otherwise

(including, without limitation, the cost of investigating, preparing or

defending any such action, suit, proceeding or claim, whether or not in

connection with any action, suit, proceeding or claim in which the Executive, any

affiliate thereof and/or the Company is a party), as and when incurred,

directly or indirectly, caused by, relating to, based upon or arising out of

arising out of (i) Executive’s employment with the Company, (ii) as a result of

the breach or inaccuracy of any representation, warranty, covenant or agreement

of the Company contained in this Agreement, the NDA, the Voting Agreement, the

Registration Rights Agreement, the Termination Agreement or any other agreement

between the Company, Executive or any affiliate thereof, or (iii) any and all

claims arising from any negligent act or omission by Executive during his

employment with the Company, and/or any act or omission by the Company

occurring prior to or after the date of this Agreement, exclusive of any claims

of gross negligence, or (iv) all costs, expenses and liabilities incurred on or

in connection with each such claim or action or proceeding brought

therein.  In case any action or

proceeding is brought against the Executive by reason of any such claim, the

Company upon notice from Executive shall resist or defend such action or

proceeding at the Company’s sole expense utilizing attorneys selected by

Executive.











 




                                (b)           The

indemnification provision of this Section 9 shall be in addition to any

liability which the Company may otherwise have to the Executive.  The Executive shall be added to the

Company’s Directors and Officers liability insurance policy as of the date

hereof with adequate documentation provided to the Executive reflecting him as

an additional insured.




 




10.           Change

of Control.




 




(a)           A

"change of control" shall mean any of the following:




 




(i)            any consolidation, merger or sale of

the Company in which the Company is not the continuing or surviving corporation

or pursuant to which shares of the Company's stock would be converted into

cash, securities or other property; or




 




(ii)           the stockholders of the Company

approve an agreement for the sale, lease, exchange or other transfer (in one

transaction or a series of related transactions) of all or substantially all of

the assets of the Company; or




 




(iii)          any approval by the stockholders of

the Company of any plan or proposal for the liquidation or dissolution of the

Company; or




 




(iv)          the acquisition of beneficial

ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act

of 1934, as amended ("Beneficial Ownership")) of an aggregate of

twenty-five percent (25%) or more of the voting power of the Company's

outstanding voting securities by any single person or group (as such term is

used in Rule 13d-5 under such Act), other than by the Company’s existing

secured lenders, or unless such acquisition was approved by Executive prior to

the consummation thereof); or




 




(v)           the appointment of a trustee in a

Chapter 11 bankruptcy proceeding involving the Company or the conversion of

such a proceeding into a case under Chapter 7.




 




(b)           In

the event a change of control occurs at any time during the term of this

Agreement, the Executive may elect to terminate his employment with the Company

following 60 days’ notice, or the Company may, by written notice to Executive

within sixty (60) days after the date of such change of control, elect to

terminate his employment with the Company within sixty (60) days after such

notice.  If the Company or the Executive

elects to terminate Executive’s employment pursuant to this Section 10 during

the Initial Term, the Company shall pay the Executive an amount equal to six

(6) times the Executive’s Base Salary, less any amounts previously received by

Executive as Base Salary hereunder, and six (6) times the Executive’s Base

Salary at any time after the Initial Term.







 




(c)           Anything

in this Agreement to the contrary notwithstanding, in the event it shall be

determined that any payment or distribution by the Company to or for the

benefit of the Executive, whether paid or payable or distributable pursuant to

the terms of this Agreement or otherwise (a “Payment”), would be subject to the

excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as

amended (the “Code”) or any interest or penalties with respect to such excise

tax (such excise tax, together with any such interest and penalties,

hereinafter collectively referred to as the “Excise Tax”), then the Executive

shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an

amount such that after payment by the Executive of all taxes, including any

income or Excise Tax imposed upon the Gross-Up Payments, the net amount payable

to Executive hereunder shall be equal to the aggregate amount Executive would

have received hereunder if such Excise Tax were not applicable.




 




11.           Notice.  Any notice, statement, report, request or

demand required or permitted to be given by this Agreement shall be in writing,

and shall be sufficient if delivered in person or if addressed and sent by

certified mail, return receipt requested, to the parties of the addresses set

forth above, or at such other place that either party may designate by notice

in the foregoing manner to the other.




 




12.           Miscellaneous




 




(a)       This Agreement shall inure to the benefit of and be binding

upon the Company, and its successors and assigns.




 




(b)       Should any part of this

Agreement, for any reason whatsoever, be declared invalid, illegal, or

incapable of being enforced in whole or in part, such decision shall not affect

the validity of any remaining portion, which remaining portion shall remain in

full force and effect as if this Agreement had been executed with the invalid

portion thereof eliminated, and it is hereby declared the intention of the

parties hereto that they would have executed the remaining portion of this

Agreement without including therein any portion which may for any reason be

declared invalid.




 




(c)       This Agreement shall

each be construed and enforced in accordance with the laws of the State of

Texas applicable to agreements made and to be performed in such State without

application of the principles of conflicts of laws of such State.  Each of the parties hereto hereby consents

to the venue and jurisdiction of the courts of the State of Texas for any

action or proceeding relating to this Agreement, and hereby waives any

objection based on the convenience of such forum, or otherwise.  Each of the parties hereby consents to

service of process within the state of Texas, in addition to any other

jurisdictions where process could be made under Texas law.




 




(d)       This Agreement and all

rights hereunder are personal to the Executive and shall not be assignable, and

any purported assignment in violation thereof shall be null and void.  Any person, firm or corporation succeeding

to the business of the Company by merger, consolidation, purchase of assets or

otherwise, shall assume by contract or operation of law the obligations of the

Company hereunder; provided, however, that the Company shall,

notwithstanding such assumption and/or assignment, remain liable and

responsible for the fulfillment of the terms and conditions of the Agreement on

the part of the Company.




 




(e)       This Agreement, the NDA,

the Voting Agreement and the Registration Rights Agreement constitute the

entire agreement between the parties hereto with respect to the terms and

conditions of the Executive’s engagement by the Company, as distinguished from

any other contractual arrangements between the parties pertaining to or arising

out of their relationship, and this Agreement supersedes and renders null and

void any and all other prior oral or written agreements, understandings, or

commitments pertaining to the Executive’s engagement by the Company.  This Agreement may only be amended upon the

written agreement of all parties hereto.











 




(f)        Arbitration.




 




                (i)                            Any

dispute arising between the parties to this Agreement, including, but not

limited to, those pertaining to the formation, validity, interpretation, effect

or alleged breach of this Agreement (“Arbitrable Dispute”) will be submitted to

arbitration in Dallas, Texas, before an experienced panel of arbitrators

selected in accordance with the rules of the American Arbitration

Association.  The arbitrators shall be

entitled to award costs and fees of an Arbitrable Dispute to the prevailing

party in such Arbitrable Dispute, in the sole discretion of such arbitrators.




 




                (ii)                           Should any party to

this Agreement hereafter institute any legal action or administrative

proceedings against another party by any method other than said arbitration

with respect to the subject matters of this Agreement, notwithstanding the

provisions of this paragraph 12(f), the responding party shall be entitled to

recover from the initiating party all damages, costs, expenses and attorney’s

fees incurred as a result of such action.




 




(g)       The failure of either

party to insist upon the strict performance of any of the terms, conditions and

provisions of this Agreement shall not be construed as a waiver or relinquishment

of future compliance therewith, and said terms, conditions and provisions shall

remain in full force and effect.  No

waiver of any term or any condition of this Agreement on the part of either

party shall be effective for any purpose whatsoever unless such waiver is in

writing and signed by such party.




 




(h)       In the event a lawsuit

is instituted by any party concerning a dispute under this Agreement, the

prevailing party in such lawsuit shall be entitled to recover from the losing

party all reasonable attorneys’ fees, costs of suit and expenses (including

fees, costs and expenses of appeals and of expert witnesses), in addition to

whatever damages or other relief the injured party is otherwise entitled to

under law and in connection with such dispute.




 




(i)        The headings of the

paragraphs herein are inserted for convenience and shall not affect any

interpretation of this Agreement.




 




(j)        This Agreement may be

executed in one or more counterparts, all of which shall be considered one and

the same agreement and shall become effective 

when one or more counterparts have been signed by each of the parties

and delivered to the other party, it being understood that all parties need not

sign the same counterpart.











 




                IN WITNESS WHEREOF, the parties hereto have

executed this Agreement as of the day and year first written above.




	

   


  	

   


  	

   


  
	

   


  	

  THE COMPANY


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  DECISIONLINK,

  INC.


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  Geoffrey F.

  Hewitt


  	

   


  
	

   


  	

   


  	

  Geoffrey F.

  Hewitt,


  
	

   


  	

   


  	

  Chairman of

  the Board


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  EXECUTIVE:


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /S/ Peter A.

  Gerard


  	

   


  
	

   


  	

   


  	

  Peter A.

  Gerard