EMPLOYMENT AGREEMENT

             

          

        

      

    

    This
      Agreement
      is
      entered into as of May 17, 2006, by and between Philip
      S. Pesin (the
      “Employee”) and Multi
      Link Communications, Inc.,
      a
      Colorado corporation (the “Company”).

     

    
      	
              1.

            	
              Duties
                and Scope of Employment.

            


    

     

    (a)           Position.
      For the
      term of his employment under this Agreement (the “Employment”), the Company
      agrees to employ the Employee in the position of Chief Executive Officer. The
      Employee shall report to the Company’s Board of Directors (the
“Board”).

     

    (b)           Obligations
      to the Company.
      During
      his Employment, the Employee shall devote his full business efforts and time
      to
      the Company. The Employee shall comply with the Company’s policies and rules, as
      they may be in effect from time to time during his Employment.

     

    (c)           No
      Conflicting Obligations.
      The
      Employee represents and warrants to the Company that he is under no obligations
      or commitments, whether contractual or otherwise, that are inconsistent with
      his
      obligations under this Agreement. The
      Employee represents and warrants that he will not use or disclose, in connection
      with his Employment, any trade secrets or other proprietary information or
      intellectual property in which the Employee or any other person has any right,
      title or interest and that his Employment will not infringe or violate the
      rights of any other person. The
      Employee represents and warrants to the Company that he has returned all
      property and confidential information belonging to any prior
      employer.

     

    (d)           Commencement
      Date.
      The
      Employee shall commence full-time Employment on May 17, 2006.

     

    
      	
              2.

            	
              Cash
                and Incentive
                Compensation.

            


    

     

    (a)           Salary.
      The
      Company shall pay the Employee as compensation for his services a base salary
      at
      a gross annual rate of $360,000. Such salary shall be payable in accordance
      with
      the Company’s standard payroll procedures and shall be reviewed annually. (The
      annual compensation specified in this Subsection (a), as adjusted from time
      to time, is referred to in this Agreement as “Base Salary.”)

     

    (b)           Incentive
      Bonuses.
      The
      Employee shall be eligible to be considered for an annual incentive bonus.
      Such
      bonus (if any) shall be awarded based on objective or subjective criteria
      established in advance by the Company’s Board or
      its
      Compensation Committee. The determinations of the Board or its Compensation
      Committee with respect to such bonus shall be final and binding. The bonus
      for a
      fiscal year (if any) shall be paid within 60 days after the close of such
      year.

     

    3.       Indemnification,
      Employee Benefits and Vacation.
      The
      Employee shall enter into an Indemnification Agreement with the Company, which
      is incorporated herein by this reference. During his Employment, the Employee
      shall be eligible to participate in the employee benefit plans maintained by
      the
      Company for its senior officers, subject in each case to the generally
      applicable terms and conditions of the plan in question and to the
      determinations of any person or committee administering such plan. During his
      Employment, the Employee shall be eligible for paid vacations in accordance
      with
      the Company’s vacation policy, as it may be amended from time to time; provided
      that he shall be entitled to not less than 15 days of paid vacation per
      year.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.       Business
      Expenses.
      During
      his Employment, the Employee shall be authorized to incur reasonable travel,
      entertainment and other business expenses in connection with his duties
      hereunder. The Company shall reimburse the Employee for such expenses upon
      presentation of an itemized account and appropriate supporting documentation,
      all in accordance with the Company’s generally applicable policies.

     

    5.       Term
      of Employment.

     

    (a)           Termination
      of Employment.
      The
      Company may terminate the Employee’s Employment at any time and for any reason
      (or no reason), and with or without Cause, by giving the Employee notice in
      writing. The Employee may terminate his Employment by giving the Company two
      weeks’ advance notice in writing. The Employee’s Employment shall terminate
      automatically in the event of his death. The termination of the Employee’s
      Employment shall not limit or otherwise affect his obligations under
      Section 8.

     

    (b)           Employment
      at Will.
      The
      Employee’s Employment with the Company shall be “at will,” meaning that either
      the Employee or the Company shall be entitled to terminate the Employee’s
      Employment at any time and for any reason, with or without Cause. Any contrary
      representations that may have been made to the Employee shall be superseded
      by
      this Agreement. This Agreement shall constitute the full and complete agreement
      between the Employee and the Company on the “at will” nature of the Employee’s
      Employment, which may only be changed in an express written agreement signed
      by
      the Employee and a duly authorized officer of the Company.

     

    (c)           Rights
      Upon Termination.
      Except
      as expressly provided in Section 6, upon the termination of the Employee’s
      Employment, the Employee shall only be entitled to the compensation, benefits
      and expense reimbursements that the Employee has earned under this Agreement
      before the effective date of the termination. The payments under this Agreement
      shall fully discharge all responsibilities of the Company to the
      Employee.

     

    6.       Termination
      Benefits Absent Change in Control.

     

    (a)           General
      Release and Resignations.
      Any
      other provision of this Agreement notwithstanding, Subsections (b), (c) and
      (d) below shall not apply unless the Employee:

     

    (i)           Has
      executed a general release of all claims (in a reasonable form prescribed by
      the
      Company);

     

    (ii)           Has
      returned all property of the Company in the Employee’s possession;
      and

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii)           If
      requested by the Board, has resigned as a member of the Board (and, to the
      extent applicable, as a member of the Boards of Directors of any subsidiaries
      of
      the Company).

     

    (b)           Severance
      Pay.
      If,
      during the term of this Agreement, the Company terminates the Employee’s
      Employment for any reason other than Cause, then the Company shall pay the
      Employee his Base Salary for a period of 12 months following the termination
      of
      his Employment. Such Base Salary shall be paid at the rate in effect at the
      time
      of the termination of Employment and in accordance with the Company’s standard
      payroll procedures.

     

    (c)           Additional
      Vesting.
      If,
      during the term of this Agreement, the Company terminates the Employee’s
      Employment for any reason other than Cause, then the vested portion of the
      shares of the Company’s Common Stock subject to the Warrant shall be determined
      by adding 12 months to the actual length of his service with the Company.


     

    (d)           Health
      Insurance.
      If,
      during the term of this Agreement, the Company terminates the Employee’s
      Employment for any reason other than Cause, and if the Employee elects to
      continue health insurance coverage under the Consolidated Omnibus Budget
      Reconciliation Act (“COBRA”) for himself and, if applicable, his dependents
      following the termination of his Employment, then the Company shall pay the
      monthly premium under COBRA for the Employee and, if applicable, such dependents
      until the earliest of (i) the first anniversary of the termination of his
      Employment, (ii) the expiration of the Employee’s continuation coverage
      under COBRA or (iii) the date when the Employee receives substantially
      equivalent health insurance coverage in connection with new employment or
      self-employment.

     

    (e)           Definition
      of “Cause.”
      For all
      purposes under this Agreement, “Cause” shall mean:

     

    (i)           Any
      act of misconduct or dishonesty by the Employee in the performance of his duties
      under this Agreement;

     

    (ii)           Any
      willful failure by the Employee to attend to his duties under this
      Agreement;

     

    (iii)           Any
      material breach of this Agreement; or

     

    (iv)           The
      Employee's conviction of, or pleading guilty or nolo
      contendere to,
      any
      felony or misdemeanor involving theft, embezzlement, dishonesty or moral
      turpitude.

     

    7.       Termination
      Benefits After Change in Control.

     

    (a)           General
      Release and Resignations.
      Any
      other provision of this Agreement notwithstanding, Subsections (b), (c) and
      (d) below shall not apply unless the Employee:

     

    (i)           Has
      executed a general release of all claims (in a reasonable form prescribed by
      the
      Company);

     

    (ii)           Has
      returned all property of the Company in the Employee’s possession;
      and

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii)           If
      requested by the Board, has resigned as a member of the Board (and, to the
      extent applicable, as a member of the Boards of Directors of any subsidiaries
      of
      the Company).

     

    (b)           Severance
      Pay.
      If,
      within 12 months after a Change in Control, the Company or its successor
      terminates the Employee’s Employment for any reason other than Cause or he
      resigns for Good Reason, then the Company or its successor shall pay the
      Employee the sum of (i) his Base Salary for one year at the rate in effect
      at the time of the termination of Employment plus (ii) his target bonus for
      the year in which the termination of Employment occurs. Such amount shall be
      paid in a lump sum within 30 days after the effective date of the termination
      of
      Employment.

     

    (c)           Additional
      Vesting.
      If,
      within 12 months after a Change in Control, the Company terminates the
      Employee’s Employment for any reason other than Cause or he resigns for Good
      Reason, then all shares of the Company’s Common Stock subject to the Warrant
      shall vest.

     

    (d)           Health
      Insurance.
      If,
      within 12 months after a Change in Control, the Company terminates the
      Employee’s Employment for any reason other than Cause or he resigns for Good
      Reason, and if the Employee elects to continue health insurance coverage under
      the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for himself and, if
      applicable, his dependents following the termination of his Employment, then
      the
      Company shall pay the monthly premium under COBRA for the Employee and, if
      applicable, such dependents until the earliest of (i) the first anniversary
      of the termination of his Employment, (ii) the expiration of the Employee’s
      continuation coverage under COBRA or (iii) the date when the Employee
      receives substantially equivalent health insurance coverage in connection with
      new employment or self-employment.

     

    (e)           Definition
      of “Change in Control.”
      For all
      purposes under this Agreement, “Change in Control” shall mean:

     

    (i)           A
      merger, consolidation or reorganization approved by the Company’s stockholders,
      unless securities representing more than 50% of the total combined voting power
      of the outstanding voting securities of the successor corporation are
      immediately thereafter beneficially owned, directly or indirectly and in
      substantially the same proportion, by the persons who beneficially owned the
      Company’s outstanding voting securities immediately prior to such
      transaction;

     

    (ii)           The
      sale, transfer or other disposition of all or substantially all of the Company’s
      assets as an entirety or substantially as an entirety to any person, entity
      or
      group of persons acting in consort other than a sale, transfer or disposition
      to
      an entity, at least 50% of the combined voting power of the voting securities
      of
      which is owned by the Company or by stockholders of the Company in substantially
      the same proportion as their ownership of the Company immediately prior to
      such
      sale; or

     

    (iii)           Any
      transaction or series of related transactions pursuant to which any person
      or
      any group of persons comprising a “group” within the meaning of
      Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended
      (other than the Company or a person that, prior to such transaction or series
      of
      related transactions, directly or indirectly controls, is controlled by or
      is
      under common control with, the Company), becomes directly or indirectly the
      beneficial owner (within the meaning of Rule 13d-3 under such Act) of
      securities possessing (or convertible into or exercisable for securities
      possessing) more than 35% of the total combined voting power of the Company’s
      securities outstanding immediately after the consummation of such transaction
      or
      series of related transactions, whether such transaction involves a direct
      issuance from the Company or the acquisition of outstanding securities held
      by
      one or more of the Company’s stockholders.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f)           Definition
      of “Good Reason.”
      For all
      purposes under this Agreement, “Good Reason” shall mean:

     

    (i)           Any
      reduction in the aggregate level of the Employee’s Base Salary and annual target
      bonus; or

     

    (ii)           Any
      material reduction in the Employee’s duties or responsibilities (measured in
      number of employees or budget responsibility).

     

    8.       Proprietary
      Information and Inventions Agreement.
      The
      Employee has entered into a Proprietary Information and Inventions Agreement
      with the Company in the form attached hereto as Exhibit
      A,
      which
      is incorporated herein by this reference.

     

    9.       Successors.

     

    (a)           Company’s
      Successors.
      This
      Agreement shall be binding upon any successor (whether direct or indirect and
      whether by purchase, lease, merger, consolidation, liquidation or otherwise)
      to
      all or substantially all of the Company’s business and/or assets. For all
      purposes under this Agreement, the term “Company” shall include any successor to
      the Company’s business and/or assets which becomes bound by this
      Agreement.

     

    (b)           Employee’s
      Successors.
      This
      Agreement and all rights of the Employee hereunder shall inure to the benefit
      of, and be enforceable by, the Employee’s personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees.

     

    10.       Arbitration.

     

    (a)           Scope
      of Arbitration Requirement.
      The
      parties hereby waive their rights to a trial before a judge or jury and agree
      to
      arbitrate before a neutral arbitrator any and all claims or disputes arising
      out
      of this Agreement and any and all claims arising from or relating to the
      Employee’s Employment, including (but not limited to) claims against any current
      or former employee, director or agent of the Company, claims of wrongful
      termination, retaliation, discrimination, harassment, breach of contract, breach
      of the covenant of good faith and fair dealing, defamation, invasion of privacy,
      fraud, misrepresentation, constructive discharge or failure to provide a leave
      of absence, or claims regarding commissions, stock options or bonuses,
      infliction of emotional distress or unfair business practices.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)           Procedure.
      The
      arbitrator’s decision shall be written and shall include the findings of fact
      and law that support the decision. The arbitrator’s decision shall be final and
      binding on both parties, except to the extent applicable law allows for judicial
      review of arbitration awards. The arbitrator may award any remedies that would
      otherwise be available to the parties if they were to bring the dispute in
      court. The arbitration shall be conducted in accordance with the National Rules
      for the Resolution of Employment Disputes of the American Arbitration
      Association; provided, however that the arbitrator shall allow the discovery
      that the arbitrator deems necessary for the parties to vindicate their
      respective claims or defenses. The arbitration shall take place in Atlanta,
      Georgia, or, at the Employee’s option, the county in which the Employee
      primarily worked with the Company at the time when the arbitrable dispute or
      claim first arose.

     

    (c)           Attorneys’
      Fees and Costs.
      The
      Company shall bear the cost of the arbitrator’s fee. The parties shall share the
      other costs of arbitration equally. In the event of arbitration or litigation
      between the parties, the prevailing party shall be entitled to reasonable
      attorneys’ fees.

     

    (d)           Applicability.
      This
      Section 10 shall not apply to (i) workers’ compensation or
      unemployment insurance claims, (ii) claims concerning the validity,
      infringement or enforceability of any trade secret, patent right, copyright
      or
      any other trade secret or intellectual property held or sought by either the
      Employee or the Company (whether or not arising under the Proprietary
      Information and Inventions Agreement between the Employee and the Company)
      and
      (iii) claims concerning violations of Section 8. The Employee
      acknowledges that any breach of Section 8 will cause irreparable harm to
      the Company for which damages would not be an adequate remedy and that the
      Company, therefore, will be entitled to injunctive relief with respect thereto
      in addition to any other remedies.

     

    11.       Miscellaneous
      Provisions.

     

    (a)           Notice.
      Notices
      and all other communications contemplated by this Agreement shall be in writing
      and shall be deemed to have been duly given when personally delivered or when
      mailed by U.S. registered or certified mail, return receipt requested and
      postage prepaid. In the case of the Employee, mailed notices shall be addressed
      to him at the home address that he most recently communicated to the Company
      in
      writing. In the case of the Company, mailed notices shall be addressed to its
      corporate headquarters, and all notices shall be directed to the attention
      of
      its Secretary.

     

    (b)           Modifications
      and Waivers.
      No
      provision of this Agreement shall be modified, waived or discharged unless
      the
      modification, waiver or discharge is agreed to in writing and signed by the
      Employee and by an authorized officer of the Company (other than the Employee).
      No waiver by either party of any breach of, or of compliance with, any condition
      or provision of this Agreement by the other party shall be considered a waiver
      of any other condition or provision or of the same condition or provision at
      another time.

     

    (c)           Whole
      Agreement.
      No
      other agreements, representations or understandings (whether oral or written
      and
      whether express or implied) that are not expressly set forth in this Agreement
      have been made or entered into by either party with respect to the subject
      matter hereof. This Agreement and the Proprietary Information and Inventions
      Agreement contain the entire understanding of the parties with respect to the
      subject matter hereof.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)           Withholding
      Taxes.
      All
      payments made under this Agreement shall be subject to reduction to reflect
      taxes or other charges required to be withheld by law.

     

    (e)           Choice
      of Law and Severability.
      This
      Agreement shall be interpreted in accordance with the laws of the State of
      Georgia (except their provisions governing the choice of law). If any provision
      of this Agreement becomes or is deemed invalid, illegal or unenforceable in
      any
      applicable jurisdiction by reason of the scope, extent or duration of its
      coverage, then such provision shall be deemed amended to the minimum extent
      necessary to conform to applicable law so as to be valid and enforceable or,
      if
      such provision cannot be so amended without materially altering the intention
      of
      the parties, then such provision shall be stricken and the remainder of this
      Agreement shall continue in full force and effect. If any provision of this
      Agreement is rendered illegal by any present or future statute, law, ordinance
      or regulation (collectively the “Law”), then such provision shall be curtailed
      or limited only to the minimum extent necessary to bring such provision into
      compliance with the Law. All the other terms and provisions of this Agreement
      shall continue in full force and effect without impairment or
      limitation.

     

    (f)           No
      Assignment.
      This
      Agreement and all rights and obligations of the Employee hereunder are personal
      to the Employee and may not be transferred or assigned by the Employee at any
      time. The Company may assign its rights under this Agreement to any entity
      that
      assumes the Company’s obligations hereunder in connection with any sale or
      transfer of all or a substantial portion of the Company’s assets to such
      entity.

     

    (g)           Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    IN
      WITNESS WHEREOF,
      each of
      the parties has executed this Agreement, in the case of the Company by its
      duly
      authorized officer or a duly authorized member of its Board, as of the day
      and
      year first above written.

     

    MULTI
      LINK
      TELECOMMUNICATIONS,
      INC.

     

     

    By
      /s/
      Dayne Wagoner                

     

    Title:
      Director                         
      

     

     

    PHILIP
      S. PESIN

     

    /s/
      Philip S. Pesin                    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

      EXHIBIT A

       

    

    PROPRIETARY
      INFORMATION AND INVENTIONS AGREEMENT

     

    In
      consideration of my employment or continued employment by Multi
      Link Telecommunications, Inc.
      (the
“Company”), and the compensation now and hereafter paid to me, I hereby agree as
      follows:

     

    1.     I
      have not entered into, and I agree I will not enter into, any agreement either
      written or oral in conflict with this Agreement or my employment with Company.
      I
      will not violate any agreement with or rights of any third party or, except
      as
      expressly authorized by Company in writing hereafter, use or disclose my own
      or
      any third party’s confidential information or intellectual property when acting
      within the scope of my employment or otherwise on behalf of Company. Further,
      I
      have not retained anything containing any confidential information of a prior
      employer or other third party, whether or not created by
      me.

     

    2.     Company
      shall own all right, title and interest (including patent rights, copyrights,
      trade secret rights, mask work rights, sui
      generis database
      rights and all other intellectual and industrial property rights of any sort
      throughout the world) relating to any and all inventions (whether or not
      patentable), works of authorship, mask works, designs, know-how, ideas and
      information made or conceived or reduced to practice, in whole or in part,
      by me
      during the term of my employment with Company to and only to the fullest extent
      allowed by law (collectively “Inventions”) and I will promptly disclose all
      Inventions to Company. I hereby make all assignments necessary to accomplish
      the
      foregoing. I shall further assist Company, at Company’s expense, to further
      evidence, record and perfect such assignments, and to perfect, obtain, maintain,
      enforce, and defend any rights specified to be so owned or assigned. I hereby
      irrevocably designate and appoint Company as my agent and attorney-in-fact,
      coupled with an interest and with full power of substitution, to act for and
      in
      my behalf to execute and file any document and to do all other lawfully
      permitted acts to further the purposes of the foregoing with the same legal
      force and effect as if executed by me. If I wish to clarify that something
      created by me prior to my employment that relates to Company’s actual or
      proposed business is not within the scope of this Agreement, I have listed
      it on
      Appendix A in a manner that does not violate any third party rights. Without
      limiting Section 1 or Company’s other rights and remedies, if, when acting
      within the scope of my employment or otherwise on behalf of Company, I use
      or
      (except pursuant to this Section 2) disclose my own or any third party’s
      confidential information or intellectual property (or if any Invention cannot
      be
      fully made, used, reproduced, distributed and otherwise exploited without using
      or violating the foregoing), Company will have and I hereby grant Company a
      perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable
      right and license to exploit and exercise all such confidential information
      and
      intellectual property rights.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.     To
      the extent allowed by law, Section 2 includes all rights of paternity,
      integrity, disclosure and withdrawal and any other rights that may be known
      as
      or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like
      (collectively “Moral Rights”). To the extent I retain any such Moral Rights
      under applicable law, I hereby ratify and consent to any action that may be
      taken with respect to such Moral Rights by or authorized by Company and agree
      not to assert any Moral Rights with respect thereto. I will confirm any such
      ratifications, consents and agreements from time to time as requested by
      Company.

     

    4.     I
      agree that all Inventions and all other business, technical and financial
      information (including, without limitation, the identity of and information
      relating to customers or employees) I develop, learn or obtain during the term
      of my employment that relate to Company or the business or demonstrably
      anticipated business of Company or that are received by or for Company in
      confidence, constitute “Proprietary Information.” I will hold in confidence and
      not disclose or, except within the scope of my employment, use any Proprietary
      Information. However, I shall not be obligated under this paragraph with respect
      to information I can document is or becomes readily publicly available without
      restriction through no fault of mine. Upon termination of my employment, I
      will
      promptly return to Company all items containing or embodying Proprietary
      Information (including all copies), except that I may keep my personal copies
      of
      (i) my compensation records, (ii) materials distributed to
      shareholders generally and (iii) this Agreement. I also recognize and agree
      that I have no expectation of privacy with respect to Company’s
      telecommunications, networking or information processing systems (including,
      without limitation, stored computer files, e-mail messages and voice messages)
      and that my activity and any files or messages on or using any of those systems
      may be monitored at any time without notice.

     

    5.     Until
      one (1) year after the term of my employment, I will not hire (or assist any
      other party or entity in hiring) any employee or consultant of Company or
      encourage or solicit any employee or consultant of Company to leave Company
      for
      any reason (except for the bona fide firing of Company personnel within the
      scope of my employment).

     

    6.     I
      agree that during the term of my employment with Company (whether or not during
      business hours) and for a period of one (1) year after termination of such
      employment for any reason, I will not, within the United States and its
      territories, engage in any activity that is in any way competitive with the
      business or demonstrably anticipated business of Company, and I will not assist
      any other person or organization in competing or in preparing to compete with
      any business or demonstrably anticipated business of Company.


     

    (a)           I
      understand and acknowledge that Company has made substantial investments to
      develop its business interests and goodwill. I agree that the limitations as
      to
      time, geographical area and scope of activity to be restrained in this
      Section 6 are reasonable and are not greater than necessary to protect the
      goodwill or other business interests of Company. I further agree that such
      investments are worthy of protection and that Company’s need for protection
      afforded by this Section 6 is greater than any hardship I may experience by
      complying with its terms.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)           I
      acknowledge that my violation or attempted violation of the agreements in this
      Section 6 will cause irreparable damage to Company or its affiliates, and I
      therefore agree that Company shall be entitled as a matter of right to an
      injunction, out of any court of competent jurisdiction, restraining any
      violation or further violation of such agreements by me or others acting on
      my
      behalf. Company’s right to injunctive relief shall be cumulative and in addition
      to any other remedies provided by law or equity.

     

    (c)           Although
      the parties believe that the limitations as to time, geographical area and
      scope
      of activity contained herein are reasonable and do not impose a greater
      restraint than necessary to protect the goodwill or other business interests
      of
      Company, if it is judicially determined not to be the case, the limitations
      shall be reformed to the extent necessary to make them reasonable and not to
      impose a restraint that is greater than necessary to protect the goodwill or
      other business interests of Company.

     

    7.     I
      agree that this Agreement is not an employment contract for any particular
      term
      and that I have the right to resign and Company has the right to terminate
      my
      employment at will, at any time, for any or no reason, with or without cause.
      In
      addition, this Agreement does not purport to set forth all of the terms and
      conditions of my employment, and, as an employee of Company, I have obligations
      to Company which are not set forth in this Agreement. However, the terms of
      this
      Agreement govern over any inconsistent terms and can only be changed by a
      subsequent written agreement signed by the President of
      Company.

     

    8.     I
      agree that my obligations under Sections 2, 3, 4, 5 and 6 of this Agreement
      shall continue in effect after termination of my employment, regardless of
      the
      reason or reasons for termination, and whether such termination is voluntary
      or
      involuntary on my part, and that Company is entitled to communicate my
      obligations under this Agreement to any future employer or potential employer
      of
      mine. My obligations under Sections 2, 3 and 4 also shall be binding upon
      my heirs, executors, assigns, and administrators and shall inure to the benefit
      of Company, it subsidiaries, successors and assigns.

     

    9.     Any
      dispute in the meaning, effect or validity of this Agreement shall be resolved
      in accordance with the laws of the State of Georgia without regard to the
      conflict of laws provisions thereof. I further agree that if one or more
      provisions of this Agreement are held to be illegal or unenforceable under
      applicable Georgia law, such illegal or unenforceable portion(s) shall be
      limited or excluded from this Agreement to the minimum extent required so that
      this Agreement shall otherwise remain in full force and effect and enforceable
      in accordance with its terms. I also understand that any breach of this
      Agreement will cause irreparable harm to Company for which damages would not
      be
      an adequate remedy, and, therefore, Company will be entitled to injunctive
      relief with respect thereto in addition to any other remedies and without any
      requirement to post bond.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    I
      HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS
      WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS
      HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT
      VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE COMPANY
      WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY
      ME.

     

    


     

    

      
        	
                Date:
                  __________________

              	
                Employee

              
	 	 
	 	 
	 	____________________________________
	 	
                Signature

              
	 	 
	 	____________________________________
	 	
                Name
                  (Printed)