Unassociated Document


    AMENDED
      AND RESTATED

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter "Agreement")
      entered into this 12th day of
      December,
      2007 and made effective as of the 15th day of August 2007, by and between
KESSELRING HOLDING CORPORATION, a Delaware Corporation
      (hereinafter referred to as the "Company") and DOUGLAS P.
      BADERTSCHER, a Florida resident (hereinafter referred to as
“Executive").

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      The Company is a publicly traded holding company owning and operating subsidiary
      companies in the construction industry.

     

    NOW,
      THEREFORE, in consideration of the mutual promises contained herein,
      and for other good and valuable consideration the receipt and adequacy of which
      is hereby acknowledged, the parties hereto agree as follows:

     

    1.  RECITALS.  The
      foregoing recitals are true and correct in every respect and are incorporated
      by
      reference herein.

     

    2.  DEFINITIONS.

     

    
      	
              a.  

            	
              "Board"
                shall refer to the Board of Directors of
                Company.

            


    

     

    
      	
              b.  

            	
              "Disability"
                or "Disabled" shall mean a physical or mental impairment that prevents
                Executive from performing the essential functions of his job after
                reasonable accomodation has been made for Executive, if required
                under the
                Americans with Disabilities Act.  Whether or not Executive is
                Disabled hereunder shall be determined by a physician selected by
                the
                Company and reasonably acceptable to the
                Executive.

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

     

    
      	
              c.  

            	
              “Option”
                shall mean a written document authorizing the purchase of stock of
                Company, at a specified price, for a defined period of
                time.

            


    

     

    3.  DUTIES
      AND DEVOTION OF EFFORTS.

     

    
      	
              a.  

            	
              Duties.  Company
                hereby employs Executive to exercise all authority as the President
                and
                Chief Executive Officer (hereinafter referred to as “CEO”).  As
                President and CEO, Executive shall perform all duties and administrative
                tasks ordinarily performed by a President and Chief Executive Officer
                of a
                similar business and other duties reasonably assigned to him by the
                Board
                of Directors (hereinafter the "Board") to the extent permitted under
                law,
                including the Securities Laws of the United States, and applicable
                canons
                of professional ethics and which may reasonably be accomplished under
                the
                terms set forth herein.  Company is aware that Executive has
                other business interests that will require some of his time during
                non-working hours.

            


    

     

    
      	
              b.  

            	
              Devotion
                of Effort.  Executive hereby agrees to devote substantially
                all of his time, attention and energies during normal business hours
                to
                the benefit of the business of the Company and its subsidiaries and
                to
                comply  in all material respects with all rules, regulations,
                policies and procedures of the Company applicable to all senior
                management.  During the term of this Agreement, Executive shall
                conduct himself in a manner befitting his position as a professional
                corporate chief executive officer.

            


    

     

    4.  TERM
      OF AGREEMENT.  The Term of this Agreement shall begin
      August 15, 2007, and end on August 15, 2010 ("Initial Term").  Upon
      the expiration of the Initial Term, this Agreement shall be automatically
      renewed on a year-to-year basis (each a “Renewal Term”).  The Initial
      Term and any Renewal Term may sometimes hereafter be collectively referred
      to as
      the “Term”.

     

    5.  COMPENSATION.  During
      each Term hereof, Company shall provide the following to Executive:

     

    
      	
              a.  

            	
              Base
                Compensation.  Executive’s Annual Base Compensation shall be
                $250,000 annually.  From time to time thereafter, Executive’s
                Base Annual Compensation shall be increased consistent with the Company’s
                compensation policy for senior management determined by the Board
                of
                Directors.  Executive’s compensation shall be paid, and all
                withholding from gross salary required by federal or state law shall
                be
                made, by Company, in accordance with its usual payroll practices,
                provided
                that salary payments to be made to Executive hereunder shall be made
                no
                less frequently than twice monthly.

            


    

     

    
      	
              b.  

            	
              Bonus.  Executive
                shall be entitled to Bonus compensation as set forth on Schedule
                5(b).  Executive shall receive a $35,000 advance, payable upon
                execution hereof against future bonuses earned by Executive pursuant
                to
                Schedule 5(b).  In the event Executive’s employment is
                terminated for any reason other than death, termination without cause
                by
                Company or termination by Executive for good reason, then Executive
                shall
                repay such Bonus advance to Company within 5 days following the date
                of
                termination.

            


    

     

    
      	
              c.  

            	
              Non-Cash
                Compensation.  Company shall provide Executive with non-cash
                compensation as set forth on Schedule
                5(c).

            


    

     

    
      	
              d.  

            	
              Membership
                Fees.  Company shall reimburse to Executive the cost of
                private club dues paid by Executive to the Founder’s Club, not to exceed
                the lesser of 70% of such dues or $2500 per
                annum.

            


    

     

    
      	
              e.  

            	
              Benefits.  Company
                shall provide Executive with an annual or monthly membership to a
                local
                heath club of Executive’s choice, health insurance and disability
                insurance (which shall be sufficient to cover the Base Compensation
                for
                the term of the Agreement or the maximum available for the term of
                this
                Agreement, whichever is less).  In addition, Company will
                provide Executive with all of the fringe benefits now or hereafter
                approved by Company for any officer, including, but not limited to,
                401(k)
                plan and life insurance.

            


    

     

    
      	
              f.  

            	
              Automobile.  Company
                shall provide Executive an automobile allowance of $350 per month
                plus
                fuel reimbursement.

            


    

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    
      	
              g.  

            	
              Miscellaneous
                Expenses.  Company shall reimburse Executive for Executive’s
                reasonable travel costs, occupational licenses, cell phone expense,
                promotional and business entertainment expenses, and all other related
                business expenses in accordance with Company
                policy.

            


    

     

    
      	
              h.  

            	
              Leave.  Other
                than as stated herein, use of leave and observation of holidays shall
                be
                subject to Company policies, which may change from time to
                time.

            


    

     

    
      	
              i.  

            	
              Vacation.  Executive
                shall receive 4 weeks of paid Vacation per year (accrued fully at
                the beginning
                of each calendar year), of which a maximum of 4 weeks may be
                carried over from year to year, and shall be paid in full upon termination
                of Executive’s relationship with Company for any
                reason.

            


    

     

    
      	
              ii.  

            	
              Sick
                Leave.  Executive shall receive 8 days of paid Sick Leave
                per year, which may be used due to health issues of Executive or
                his
                immediate family (accrued
                fully at the beginning of each calendar year), of which a maximum
                of 8 days may be carried over from year to year.  Unused sick
                leave is forfeited upon separation for any reason. Sick Leave may
                not be
                exchanged for compensation.  In the event Executive uses all
                accrued Sick Leave, Executive may use any accrued sick leave or accrued
                Professional Development Time to care for his own illness or the
                illness
                of a member of his immediate
                family.

            


    

     

    
      	
              i.  

            	
              D
                & O Insurance.  During the term of this Agreement,
                Company shall provide Director’s and Officer’s Insurance equal to or
                greater than that provided on the Effective Date of this
                Agreement.

            


    

     

    
      	
              j.  

            	
              Professional
                Development Time.  Executive shall be entitled to a period
                of fifteen (15) days per year (accrued fully at the beginning of
                each
                calendar year) of Professional Development Time to attend conventions
                or
                continuing education seminars or any other reason approved by the
                Board,
                in its reasonable discretion. There shall be a carryover of such
                time from
                year to year. However, no compensation shall be paid to Executive
                for any
                unused Professional Development Time upon termination of this
                Agreement.

            


    

     

    6.  EXECUTIVE
      EXPENSES.  Executive shall not be responsible for the payment
      of any approved expenses incurred in connection with his services provided
      to
      Company if such expenses are not paid by Company.

     

    


     

    7.  TERMINATION
      OF AGREEMENT

     

    
      	
              a.  

            	
              Termination.  Either
                party may terminate this Agreement at the expiration of the Initial
                Term
                or any Renewal Term by delivering a written Notice of Non-Renewal
                to the
                other party at least 60 days prior to the expiration of such
                Term.  Failure to provide such notice will result in an
                automatic renewal as set forth
                herein.

            


    

     

     

    
      
         

      

      
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              b.  

            	
              Termination
                of Agreement by Company "For Cause".  Company may
                immediately terminate this Agreement For Cause, as defined below,
                upon
                delivery of a written notice to Executive.  For Cause shall be
                determined by the Board of Directors of the Company in its good faith
                discretion, and shall mean the occurrence of any of the following
                events:

            


    

     

    
      	
              (i)  

            	
              Executive
                commits a material breach of this Agreement (other than as a result
                of
                being disabled (as defined below)) which breach continues for a period
                of
                thirty (30) days after written notice is given to Executive by the
                Company
                specifying the nature of the alleged breach or failure and warning
                of the
                consequences of a failure to correct (or, if such breach cannot be
                cured
                within thirty (30) days, Executive shall fail within such thirty
                (30) day
                period to take reasonable steps to remedy same; provided, however,
                Executive shall not be entitled to a cure period for repeated and
                continuous material breaches of this Agreement;
                or

            


    

     

    
      	
              (ii)  

            	
              Executive
                is convicted of, or pleads guilty or no contest to, any crime punishable
                as a felony or embezzlement or fraud;
                or

            


    

     

    
      	
              (iii)  

            	
              Executive
                engages in habitual intoxication, habitual drug abuse or willful
                malfeasance, that is, or reasonably could be, materially injurious
                to the
                Company’s business, finances or
                reputation.

            


    

     

    
      	
              (iv)  

            	
              Executive
                fails to file any personal filings related to the personal securities
                trading activities of Executive which are required by the Securities
                and
                Exchange Commission to be filed by Executive due to Executive’s status as
                an insider of the Company.

            


    

     

    
      	
              c.  

            	
              Termination
                by Company Without Cause.  Company may terminate
                this Agreement without cause by delivering notice of termination
                without
                cause to Executive.  In the event Executive’s position and
                duties are changed in a change of position (“Change of Position”) approved
                by the Board of Directors of Company for any reason, including a
                result of
                a Change of Control (as hereafter defined), then, if Executive does
                not
                consent to the Change of Position, this Agreement shall be considered
                terminated by Company without cause.  In the event this
                Agreement is terminated by the Company without cause, Executive shall
                be
                entitled to 12 months Base Compensation as severance, payable in
                four (4)
                equal quarterly installments, the first installment due ten (10)
                days of
                the date of termination and Company shall, in addition, pay the cost
                of
                Executive’s family health insurance coverage for the 12 month period
                following termination.  “Change of Control” shall mean the sale,
                merger, other combination or sale of assets of Company which results
                in a
                sufficient change of control of Company that Company files an 8-K
                to
                disclose such Change of Control or is advised by Company’s securities
                counsel that filing an 8-K disclosing such Change of Control is
                necessary.

            


    

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              d.  

            	
              Termination
                by Employee for “Good Reason”.  Employee may immediately
                terminate this Agreement For Good Reason, as defined below, upon
                delivery
                of a written notice to Company.  Good Reason shall mean the
                occurrence of any of the following
                events:

            


    

     

    
      	
              i.  

            	
              Relocation
                of the Company’s principal offices to a distance of more than 100 miles
                from the Company’s principal office as of the date hereof without
                Executive’s written consent, unless recommended to the Board of Directors
                by the Executive;

            


    

    


    
      	
              ii.  

            	
              The
                requirement by the Company that the Executive be based anywhere other
                than
                Company’s principal offices without Executive’s written consent, which
                action continues for a period of fifteen (15) days after written
                notice is
                given to Company by Executive;

            


    

    


    
      	
              iii.  

            	
              Company
                commits a material breach of this Agreement which breach continues
                for a
                period of thirty (30) days after written notice is given to the Company
                by
                the Executive (or if such breach cannot be cured within thirty (30)
                days,
                the Company shall fail within such thirty (30) day period to take
                reasonable steps to remedy the same); provided, however, the Company
                shall
                not be entitled to a cure period for repeated and continuous material
                breaches of this Agreement;

            


    

    


    
      	
              iv.  

            	
              Company,
                without Cause or without Executive’s written consent, assigns the
                Executive to a position, responsibilities or duties of a materially
                lesser
                status or degree of responsibility than the Executive’s position as
                Company President and CEO, which action continues for a period of
                fifteen
                (15) days after written notice is given to the Company by
                Executive.

            


    

    


    In
      the
      event this Agreement is terminated by the Executive for Good Reason, Executive
      shall be entitled to 12 months Base Compensation as severance, payable in one
      lump sum within ten (10) days of the date of such termination and Company shall,
      in addition, pay the cost of Executive’s family health insurance coverage for
      the 12 month period following termination.

    


    
      	
              e.  

            	
              Death
                or Disability.  This Agreement shall automatically terminate
                upon the death of the Executive or the Disability of the Executive
                for a
                period in excess of ninety (90) consecutive days or for a period
                in excess
                of one hundred eighty (180) days during any consecutive twelve (12)
                month
                period.  In the event this Agreement is terminated as a result
                of Executive’s death or Disability, Base Compensation through the date of
                termination, any Options vested through the date of termination and
                any
                Bonus which has been earned but not yet paid shall be paid by Company
                to
                Executive or Executive’s estate, as appropriate.  In addition,
                Executive shall be entitled to be paid the pro-rated portion of any
                Bonus
                which would have been earned for the fiscal year in which the event
                of
                termination occurs, within 90 days of the date of determination of
                the
                Bonus (but no later than the date that is two and one-half months
                after
                the end of the calendar year in which the date of determination occurs),
                and to immediate vesting of any Options due to vest in the fiscal
                year of
                Company in which the death or disability
                occurs.

            


    

     

     

    
      
         

      

      
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              f.  

            	
              Voluntary
                Termination.  Executive may voluntarily terminate this
                Agreement by giving sixty (60) days written notice to the other
                party.

            


    

     

    
      	
              g.  

            	
              Compensation
                Upon Termination.

            


    

     

    
      	
              i.  

            	
              In
                addition to the severance compensation payable under Section 7(c)
                or 7(d)
                hereof, should this Agreement be terminated by Company at any time
                for any
                reason other than For Cause or by the Executive for any reason at
                any time
                after February 15, 2008, Company shall pay to Executive $35,000 and
                an
                amount equal to three (3) months Base Compensation for each completed
                full
                year of the term of this Agreement payable in one lump sum within
                ten (10)
                days of the date of such termination.  A year shall be
                considered 365 days. Partial years will not be
                compensated.  Such compensation shall be paid in four (4) equal
                quarterly installments, with the first installment due ten (10) days
                following the date of termination.

            


    

     

    
      	
              ii.  

            	
              In
                the event of a termination of this Agreement for any reason, Executive
                shall be entitled to receive any Bonus which has been earned but
                not yet
                paid.  Bonus, if any, shall be deemed earned at the end of each
                reporting quarter of Company’s fiscal
                year.

            


    

     

    
      	
              iii.  

            	
              In
                the event of a termination of this Agreement for any reason, Executive
                shall be entitled to receive pay in lieu of any unused accrued vacation
                as
                set forth in Article 5(h)(i)
                hereof.

            


    

     

    
      	
              iv.  

            	
              Executive
                agrees that in the event of termination, Executive is not entitled
                to
                unemployment compensation and will not seek unemployment
                compensation.

            


    

     

    


    8.  NOTICE.  Any
      and all notices, requests, demands, directions or other communications required
      or permitted hereunder shall be in writing and shall be deemed to have been
      given or made when personally delivered or mailed by registered or certified
      mail, postage prepaid, return receipt requested, addressed as follows or to
      such
      other address as the party to whom the same is intended shall have specified
      in
      conformity with the foregoing:

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    As
      to
      Company:                  
Kesselring Holding Corporation

    2208
–
      58th Ave
      E

    Bradenton,
      Florida  34203

    


    As
      to
      Executive:                   Douglas
      P. Badertscher

    3597
      Founders Club Drive

    Sarasota,
      FL 34240

    


    


    9.  INDEMNITY.  Company
      shall indemnify and hold Executive harmless from and against any and all claims
      or actions brought by any person or from liabilities, losses, damages, costs,
      penalties and expenses, including but not limited to attorneys’ fees, costs and
      interest incurred by counsel of Company's choice, which may be sustained or
      incurred at any time by reason of Executive’s Performance of the services,
      responsibilities and duties set out in this Agreement, except that Company
      shall
      not indemnify Executive to the extent such claims, actions, liabilities, losses,
      damages, cost, penalties or expenses arise from Executive’s gross negligence,
      willful misconduct or criminal conduct.

     

    


    10.  CONFIDENTIALITY.  Executive
      shall keep confidential and not use or disclose to others, except as expressly
      consented to in writing by Company or as required by applicable federal, state
      and local laws and regulations, any secrets or confidential technology,
      proprietary information, customer lists, or trade secrets of Company, or any
      matter, formula, technique or thing ascertained by Executive through association
      with Company, the use or disclosure of which matter or thing might reasonably
      be
      construed to be contrary to the best interests of Company. Executive further
      agrees that upon termination of this Agreement, Executive shall neither take
      nor
      retain, without prior written authorization from Company, any papers, patient
      lists, fee books, records, files, or other documents or copies thereof or other
      confidential information or formula of any kind belonging to Company pertaining
      to its clients, business, sales, financial condition, or products. Without
      limiting other possible remedies to Company for the breach of this covenant,
      Executive agrees that an injunction or other equitable relief shall be available
      to enforce this covenant, and such relief to be without the necessity of posting
      a bond, cash or otherwise.  The parties specially agree that
      confidential information does not include information that (i) is or becomes
      available to the public other than as a result of a disclosure by Executive,
      (ii) was within Executive’s possession prior to the information being furnished
      to it by Company, during their term of service with Company, or (iii) becomes
      available to Executive on a non-confidential basis and lawfully from a source
      other than Company, provided that such other source is not bound by a
      confidentiality agreement with Company.

     

    11.  NON
      COMPETITION.

     

    
      	
              a.  

            	
              Executive
                agrees that during the term of this Agreement and for a period of
                one (1)
                year following termination or expiration hereof, for any reason,
                and for
                one (1) year upon expiration of this Agreement if this Agreement
                is not
                earlier terminated, Executive will not directly or
                indirectly:

            


    

     

    
      	
              (i)  

            	
              Solicit
                or contact any clients, potential clients or candidates, except on
                behalf
                of Company, or to persuade clients, potential clients or candidates
                to
                cease to do business with Company or to reduce the amount of business
                with
                Company;

            


    

     

    
      	
              (ii)  

            	
              Employ
                or retain, or attempt to employ or retain, or assist anyone else
                to employ
                or retain any person who is then, or at any time during the preceding
                year, an employee, contractor or consultant of
                Company;

            


    

     

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	
              (iii)  

            	
              Compete
                with the business of Company.  The term “Compete with the
                business of Company” shall mean engaging in any business, either as an
                owner, operator, officer, director, joint venture partner or otherwise,
                of
                an entity engaged in any business line also engaged in by the Company
                in
                the United States and Canada.  Ownership of 5% or less of any
                publicly traded business which would otherwise be considered to constitute
                Competing with the business of Company shall not be in and of itself
                such
                competition, however service as an officer, director or agent of
                any such
                Company shall constitute such
                competition;

            


    

     

    
      	
              (iv)  

            	
              Utilize
                any of the business plans or methods used by Company, except as an
                employee, contractor or consultant of Company in furtherance of
                Executive’s job duties with
                Company.

            


    

     

    
      	
              b.  

            	
              Failure
                of any party at any time to insist upon strict performance of a condition,
                promise, agreement, or understanding set forth herein, shall not
                be
                construed as a waiver or relinquishment of the right to insist upon
                strict
                performance of such condition, promise, agreement or understanding
                at a
                future time.

            


    

     

    
      	
              c.  

            	
              The
                parties agree that Company may assign this Agreement, and any
                successor-in-interest shall have the right to full enforcement of
                this
                Agreement.  This Agreement shall not be assignable by
                Executive.

            


    

     

    
      	
              d.  

            	
              The
                parties hereto agree that a breach of this Agreement by Executive
                would
                cause damages that are not readily ascertainable.  The remedies
                under this Agreement include but are not limited to, temporary and
                permanent injunctions, actual damages and any other appropriate remedies
                at law and in equity.

            


    

     

    
      	
              e.  

            	
              Notwithstanding
                the provisions of this Article 11, the covenants contained in this
                Section
                11 shall immediately and automatically terminate in the event (i)
                Company
                or its successor-in-interest ceases to do business, or (ii) the Company
                fails to pay to Executive any of the amounts due under Section 7(c),
                7(d)
                or 7(f) hereof after thirty (30) days written notice that such payment
                is
                due; provided, however, notwithstanding the termination of these
                covenants, Executive shall remain entitled to payments due under
                Section
                7(c), 7(d) and 7(g) as applicable.  Notwithstanding the
                foregoing, in the event there is dispute as whether Executive has
                been
                properly terminated in accordance with Article 7(b) hereof, this
                covenant
                shall remain in full force and effect pending resolution of such
                dispute.

            


    

     

    


    12.  MISCELLANEOUS
      PROVISIONS.

     

    
      	
              a.  

            	
              Florida
                Law and Venue.  This Agreement shall be
                governed by and construed and enforced in accordance with the laws
                of the
                State of Florida.  If any action, suit or proceeding is
                instituted as a result of any matter or thing affecting this Agreement,
                the parties hereby designate Sarasota County, Florida, as the proper
                jurisdiction and the venue in which same is to be
                instituted.

            


    

     

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      	
              b.  

            	
              No
                Presumption.  The fact that the first (or later) draft of
                this Agreement was prepared by counsel for either party shall create
                no
                presumptions and specifically shall not cause any ambiguities to
                be
                construed against the other party.

            


    

     

    
      	
              c.  

            	
              Headings.  The
                Paragraph headings contained herein are for reference purposes only
                and
                shall not in any way affect the meaning and interpretation of this
                Agreement.

            


    

     

    
      	
              d.  

            	
              Binding
                Effect.  This Agreement shall be legally binding upon and
                shall operate for the benefit of the parties hereto, their respective
                heirs, personal and legal representatives, transferees, successors,
                assigns and beneficiaries.

            


    

     

    
      	
              e.  

            	
              Entire
                Agreement.  This Agreement contains the entire agreement of
                the parties hereto with respect to the subject matter addressed herein,
                and all prior understandings and agreements, whether written or oral,
                between and among the parties hereto relating to the subject matter
                of
                this Agreement are merged in this Agreement.  Each party
                specifically acknowledges, represents and warrants that they have
                not been
                induced to sign this Agreement by any belief that the other will
                waive or
                modify the provisions of this Agreement in the
                future.

            


    

     

    
      	
              f.  

            	
              Severability.  The
                invalidity or unenforceability of any particular provision of this
                Agreement shall not affect the other provisions hereof, and this
                Agreement
                shall be construed in all respects as if such invalid or unenforceable
                provisions were omitted.

            


    

     

    
      	
              g.  

            	
              Counterparts.  This
                Agreement may be signed and executed in one or more counterparts,
                each of
                which shall be deemed an original and all of which together shall
                constitute one agreement.

            


    

     

    
      	
              h.  

            	
              Modification.  This
                Agreement may only be modified in writing and signed by each of the
                parties hereto.

            


    

     

    
      	
              i.  

            	
              Plural
                and Gender.  Whenever used herein, the singular number shall
                include the plural, the plural the singular, and the use of any gender
                shall be applicable to all genders.

            


    

     

    
      	
              j.  

            	
              Survival.  All
                representations, warranties and provisions hereof without limitation
                shall
                survive the termination of this Agreement, the liquidation or dissolution
                of the Corporation, if any, and shall thereby continue in full force
                and
                effect at all times hereafter.

            


    

     

    
      	
              k.  

            	
              No
                Waiver of Breach.  The waiver or inaction by either party
                hereto of a breach of any condition of this Agreement by the other
                party
                shall not be construed as a waiver of any subsequent breach by such
                party,
                nor shall it constitute a waiver of that party's rights, actual or
                inherent.  The failure of any party hereto in any instance to
                insist upon a strict performance of the terms of this Agreement or
                to
                exercise any option herein shall not be construed as a waiver or
                a
                relinquishment in the future of such term or option, but that the
                same
                shall continue in full force and
                effect.

            


    

     

     

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	
              l.  

            	
              Merger.  All
                prior agreements, discussions or matters heretofore pending between
                the
                parties, unless specifically referred to herein, have been merged
                into
                this Agreement and no claim or assertion based upon agreements, purported
                or otherwise, not herein contained shall be binding or enforceable
                by
                either party.

            


    

     

    
      	
              m.  

            	
              Attorneys'
                Fees and Costs.  If it should become necessary for any party
                to institute legal action to enforce the terms and conditions of
                this
                Agreement, the prevailing party shall be entitled to reasonable attorneys'
                fees and costs incurred in connection
                therewith.

            


    

     

    
      	
              n.  

            	
              Arbitration/Waiver
                of Jury Trial.  The parties to this Agreement agree to
                submit any irreconcilable disputes to binding arbitration by an arbitrator
                approved by the American Arbitration Association (“AAA”) and shall be
                resolved in accordance with the National Rules for the Resolution
                of
                Employment Disputes (the “Rules”) of the AAA.  Arbitration shall
                be by a single arbitrator experienced in the matters at issue and
                selected
                by the parties in accordance with the Rules.    The
                arbitration shall be held in such place in Bradenton, Florida as
                may be
                specified by the arbitrator (or any place agreed to by the parties
                and the
                arbitrator).  The decision of the arbitrator shall be final and
                binding as to any matters submitted under this Section; provided,
                however,
                if necessary, such decision may be enforced in any court having
                jurisdiction over the subject matter or over any of the parties to
                this
                Agreement.  The prevailing party will be entitled to receive
                from the non-prevailing party all of those costs it incurred including,
                but not limited to, the fees and costs of its attorneys, paralegals
                and
                consultants incurred as a result of such
                arbitration.

            


    

     

    13.  409A.  Notwithstanding
      any other provision of this Agreement, no amount hereunder shall be payable
      to
      the extent that such payment would violate the terms of Internal Revenue Code
      §409A (“409A”).   Any amount payable under this Agreement which
      is deferred compensation under 409A shall be subject to the following
      restrictions:

     

    


    (i)  Such
      amount will be payable only at the time and in the form designated
      herein.   The parties hereto shall not have discretion to agree
      to a substitute payment in a different amount or payable at a different time
      or
      in a different form than specified herein except to the extent that such change
      in amount, time or form of payment is permissible under 409A.

    


    (ii)  Changes
      to the time and/or form of payment of such amount shall be allowable only to
      the
      extent such change is permitted under 409A.

    


    (iii)  This
      Agreement shall not apply to any amounts to which the Executive has a legally
      binding right prior to execution of this Agreement.

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
 

    (iv)           Such
      amount may be paid under this Agreement only on the occurrence of an event
      permitted under 409A including but not limited to separation from service,
      death
      or disability (as defined in 409A), unforeseeable emergency (as defined in
      409A), a specific time designated herein, or change of control of the
      Company.

    


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

     

    
      	 	
              COMPANY:

              KESSELRING
                HOLDING CORPORATION

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Clifford
              Wildes	 
	 	 	Clifford
              Wildes, Chairman	 
	 	 	 	 
	 	 	 	 


    

    


    

      	 	EXECUTIVE:	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Douglas
              P. Badertscher	 
	 	 	Douglas
              P. Badertscher	 
	 	 	 	 
	 	 	 	 




    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    


    


     

     

    


    SCHEDULE
      5(b)

    


    Bonus

    


    


    Executive
      shall be entitled to a bonus, accrued and paid quarterly, during the Term of
      this agreement as follows:

    


     

    
      	
              1.  

            	
              Operating
                Income Bonus:

            


    

     

    
      	
              A.  

            	
              During
                any fiscal year, Executive shall be entitled to a bonus equal to
                the
                greater of (i) thirty-five thousand dollars ($35,000) or (ii) three
                percent (3.0%) of that fiscal year’s Operating Income as reported on the
                Company’s Form 10-KSB for that particular fiscal year, adjusted for
                non-cash items including, but not limited to, stock compensation
                expense
                and amortization of intangible
                assets.

            


    

     

    
      	
              B.  

            	
              The
                specific bonus amount shall be determined no later than thirty (30)
                days
                after the end of each fiscal quarter and shall be due and payable
                to
                Executive in three equal installments, the first due within thirty
                (30)
                business days after the date of determination, the second due within
                sixty
                (60) days after the date of determination, and the third due, subject
                to
                adjustment as provided below, within seventy-five (75) days following
                the
                date of determination.  In the event the bonus payable is based
                on a percentage of Operating Income, if the annual audit by Company’s
                auditors shows a Operating Income different from that previously
                determined by Company, then an adjustment shall be made to the third
                payment of the fourth quarter and Executive shall be paid the difference
                in the event of any underpayment, or in the event of any overpayment,
                such
                amount shall be set off against future bonus payments due
                Executive.

            


    

     

    
      	
              C.  

            	
              All
                payments of bonus by Company will be subject to cash availability,
                and
                shall be required to be paid no later than 75 days following the
                end of
                the quarter in which the bonus payment was
                accrued.

            


    

     

    
      	
              2.  

            	
              Acquisition
                Bonus:

            


    

     

    
      	
              A.  

            	
              In
                the event that Company shall acquire any third party business approved
                for
                acquisition by the Board of Directors of Company (the “Acquisition
                Target”), Executive shall be entitled to a bonus equal to 1⁄2 of 1% of the
                Gross Revenue of the Acquisition Target.  Gross Revenue shall be
                defined as the preceding 12 months gross revenue of the Acquisition
                Target
                as reported on the financial statements of the Acquisition Target
                for the
                period ending most closely preceding the closing date of the
                acquisition.  The Acquisition Bonus shall be payable in two
                equal installments, the first due upon closing and the second due
                upon
                Company achieving integration benchmarks as determined in good faith
                by
                the Board of Directors of Company in consultation with
                Executive.

            


    

     

    
      	
              B.  

            	
              In
                the event that Company shall acquire any Acquisition Target, Company
                shall
                make available to Executive a sum equal to 1⁄2 of 1% of the Gross Revenue of
                the Acquisition Target, for distribution to members of the acquisition
                and
                integration teams other than Executive, at the discretion of
                Executive.

            


    

     

    
      	
              C.  

            	
              All
                payments of bonus by Company will be subject to cash availability
                and will
                be paid no later than 75 days after such bonus is earned by
                Executive.

            


    

     

     

     

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    SCHEDULE
      5(c)

    


    Stock
      Awards

    


    


    Executive
      shall be eligible to participate in the Company’s 2007 Incentive Stock Plan and
      shall be eligible to participate in any future employee incentive plans adopted
      by Company.

    


    In
      addition to the above, effective as of the Executive’s first date of employment,
      August 15, 2007, Executive will be issued a Non-statutory Option under the
      Company’s 2007 Incentive Stock Plan, in accordance with the terms of the
      Non-statutory Option attached hereto.

     

     

     

    
 

    
13