Exhibit
        10.16

      


      EMPLOYMENT
        AGREEMENT

      


      


      This
        Employment Agreement (the “Agreement”) is made and entered into this
        1st
        day of
        January, 2006, by and between LEVEL 8 SYSTEMS, INC., a Delaware corporation
        (the
“Company”), and John P. Broderick, a resident of the State of New Jersey (the
“Employee”). 

      


      In
        consideration of the mutual covenants, promises and conditions set forth
        in this
        Agreement, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the parties agree as
        follows:

      


      
        	
                1.

              	
                Employment. 
                  The Company hereby employs Employee and Employee hereby accepts
                  such
                  employment upon the terms and conditions set forth in this Agreement.
                  

              


      

      


      
        	
                2.

              	
                Duties
                  of Employee. 
                  Employee will be based in New Jersey or North Carolina at the discretion
                  of the Company. Employee’s title will be Chief Executive Officer, Chief
                  Financial Officer, Chief Operating Officer and Corporate Secretary
                  and
                  Employee will report directly to the Board of Directors of the
                  Company.
                  Employee agrees to perform and discharge such other duties as may
                  be
                  assigned to Employee from time to time by the Company to the reasonable
                  satisfaction of the Board of Directors , and such duties will be
                  consistent with those duties regularly and customarily assigned
                  by the
                  Company to the position of Chief Executive Officer, Chief Financial
                  Officer and Secretary. Employee agrees to comply with all of the
                  Company's
                  policies, standards and regulations and to follow the instructions
                  and
                  directives as promulgated by the Board of Directors of the Company.
                  Employee will devote Employee's full professional and business-related
                  time, skills and best efforts to such duties and will not, during
                  the term
                  of this Agreement, be engaged (whether or not during normal business
                  hours) in any other business or professional activity, whether
                  or not such
                  activity is pursued for gain, profit or other pecuniary advantage,
                  without
                  the prior written consent of the Board of Directors of the Company.
                  This
                  Section will not be construed to prevent Employee from (a) investing
                  personal assets in businesses which do not compete with the Company
                  in
                  such form or manner that will not require any services on the part
                  of
                  Employee in the operation or the affairs of the companies in which
                  such
                  investments are made and in which Employee's participation is solely
                  that
                  of an investor; (b) purchasing securities in any corporation whose
                  securities are listed on a national securities exchange or regularly
                  traded in the over-the-counter market, provided that Employee at
                  no time
                  owns, directly or indirectly, in excess of one percent (1%) of
                  the
                  outstanding stock of any class of any such corporation engaged
                  in a
                  business competitive with that of the Company; or (c) participating
                  in
                  conferences, preparing and publishing papers or books, teaching
                  or joining
                  or participating in any professional associations or trade group,
                  so long
                  as the Board of Directors of the Company approves such participation,
                  preparation and publication or teaching prior to Employee’s engaging
                  therein.

              


      

      


      
        	
                3.

              	
                Term. 
                  The term of this Agreement will be at-will, and can be terminated
                  by
                  either party at any time, with or without cause, subject to the
                  provisions
                  of Section 4 of this Agreement. 

              


      

      


      
        	
                4.

              	
                Termination.

              


      

       

      
        	 	
                (a)

              	
                Termination
                  by Company for Cause. 
                  The Company may terminate this Agreement and all of its obligations
                  hereunder immediately, including the obligation to pay Employee
                  

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      severance,
        vacation pay or any further accrued benefits or remuneration, if any of the
        following events occur:

      


      
        	 	
                (i)

              	
                Employee
                  materially breaches any of the terms or conditions set forth in
                  this
                  Agreement and fails to cure such breach within ten (10) days after
                  Employee's receipt from the Company of written notice of such breach
                  (notwithstanding the foregoing, no cure period shall be applicable
                  to
                  breaches by Employee of Sections 10 through 14 of this
                  Agreement);

              


      

      


      
        	 	
                (ii)

              	
                Employee
                  commits any other act materially detrimental to the business or
                  reputation
                  of the Company;

              


      

      


      
        	 	
                (iii)

              	
                Employee
                  engages in dishonest or illegal activities or commits or is convicted
                  of
                  any crime involving fraud, deceit or moral turpitude;
                  or

              


      

      


      
        	 	
                (iv)

              	
                Employee
                  dies or becomes mentally or physically incapacitated or disabled
                  so as to
                  be unable to perform Employee's duties under this Agreement even
                  with a
                  reasonable accommodation. Without limiting the generality of the
                  foregoing, Employee's inability adequately to perform services
                  under this
                  Agreement for a period of sixty (60) consecutive days will be conclusive
                  evidence of such mental or physical incapacity or disability, unless
                  such
                  inability is pursuant to a mental or physical incapacity or disability
                  covered by the Family Medical Leave Act, in which case such sixty
                  (60) day
                  period shall be extended to a one hundred and twenty (120) day
                  period.

              


      

      


      
        	 	
                (b)

              	
                Termination
                  by Company Without Cause. 
                  The Company may terminate Employee's employment pursuant to this
                  Agreement
                  for reasons other than those stated in Section 4(a) upon at least
                  thirty
                  (30) days' prior written notice to Employee. In the event Employee's
                  employment with the Company is terminated by the Company without
                  cause,
                  the Company shall be obligated to pay Employee a lump sum severance
                  payment equal to twelve (12) months of Employee’s then base salary payable
                  within thirty (30) days after the date of termination. In addition,
                  Employee will be entitled to payment of all unused vacation days
                  at his
                  current daily rate and any accrued but unpaid salary or earned
                  bonuses.
                  Any option grants or restricted stock awards made to employee will
                  immediately vest. The payment to Employee for all deferred salaries
                  and
                  earned bonuses will be paid within 30 days by the Company. Other
                  than the
                  severance payments set forth in this Section 4(b), Employee will
                  be
                  entitled to receive no further remuneration and will not be entitled
                  to
                  participate in any Company benefit programs following his termination
                  by
                  the Company, whether such termination is with or without
                  cause.

              


      

      


      
        	 	
                (c)

              	
                Termination
                  by Employee for Cause. 
                  In the event there occurs a substantial change in the Employee’s job
                  duties related to his position as CFO, but not CEO or COO, or there
                  is a
                  decrease in or a failure to provide the compensation or vested
                  benefits
                  under this Agreement initiated by either the Company or as a result
                  of a
                  Change in Control (as defined below) of the Company, Employee shall
                  have
                  the right to resign his employment and will be entitled to a lump
                  sum
                  severance payment equal to twelve (12) months of Employee’s then base
                  salary payable within thirty (30) days after the date of termination
                  In
                  addition, Employee will be entitled to payment of all unused vacation
                  days
                  at his current daily rate and a lump sum equal to all deferred
                  salaries
                  and earned bonuses. In addition, all Employee’s then outstanding but
                  unvested stock options shall vest one


              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      hundred
        percent (100%). Employee shall have 12 months from the date written notice
        is
        given to Employee about the announcement and closing of a transaction resulting
        in a Change in Control of the Company that would result in a substantial
        change
        in the Employee’s job duties or decrease his compensation or vested benefits
        under this Agreement to resign or this Section 4(c) shall not apply. In the
        event Employee resigns from the Company for any other reason, Employee will
        not
        be entitled to receive or accrue any further Company benefits or other
        remuneration under this Agreement and Employee specifically agrees that he
        will
        not be entitled to receive any severance pay.

      


      For
        purposes of this Section 4, a Change in Control shall be deemed to have occurred
        if any of the following occur:

      


      
        	 	
                (i)

              	
                the
                  merger of consolidation of the Company with or into another unaffiliated
                  entity, or the merger of another unaffiliated entity into the Company
                  or
                  another subsidiary thereof with the effect that immediately after
                  such
                  transaction the stockholders of the Company immediately prior to
                  such
                  transaction hold less than fifty percent (50%) of the total voting
                  power
                  of all securities generally entitled to vote in the election of
                  directors,
                  managers or trustees of the entity surviving such merger or consolidation.
                  This provision will not apply to any reorganization and reverse
                  merger
                  between the Company and Cicero, Inc. (or any other similar entity
                  established for a similar purpose)
                  ;

              


      

      


      
        	 	
                (ii)

              	
                the
                  sale or transfer of more than fifty-one percent (51%) of the Company’s
                  then outstanding voting stock (other than a restructuring event
                  which
                  results in the continuation of the Company’s business by an affiliated
                  entity) to unaffiliated person or group (as such term is used in
                  Section
                  13(d)(3) of the Securities Exchange Act of 1934, as amended);
                  or

              


      

      


      
        	 	
                (iii)

              	
                the
                  adoption by the stockholders of the Company of a plan relating
                  to the
                  liquidation or dissolution of the
                  Company.

              


      

      


      
        	
                5.

              	
                Compensation
                  and Benefits.
                  

              


      

      


      
        	 	
                (a)

              	
                Annual
                  Salary. 
                  During the term of this Agreement and for all services rendered
                  by
                  Employee under this Agreement, the Company will pay Employee a
                  base salary
                  of One Hundred Fifty Thousand Dollars ($150,000.00) per annum in
                  equal
                  bi-monthly installments. Such annual salary will be subject to
                  adjustments
                  by any increases given in the normal course of
                  business.

              


      

      


      
        	 	
                (b)

              	
                Incentive
                  Compensation. 
                  Employee shall be eligible to receive incentive compensation in
                  the form
                  of cash bonuses, in the amount set forth in Exhibit C. The initial
                  cash bonus of $50,000 will be earned and payable within ninety
                  90 days
                  after the close of the trailing three months wherein the Company
                  achieved
                  an operating cash flow under generally accepted accounting principles
                  (after accounting for all bonuses) of no less than $150,000 as
                  defined in
                  Exhibit C. In
                  addition, Employee is eligible for an additional annual bonus upon
                  the
                  Company reaching certain operating cash flow levels (after accounting
                  for
                  all bonuses) as set forth in Exhibit C. Said bonus will be payable
                  after
                  the annual accounts have been presented to the Compensation Committee.
                  Exhibit C attached hereto provides the benchmarks associated with
                  achieving the Incentive
                  Compensation.

              


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	 	
                (c)

              	
                Equity
                  Awards. 
                  Upon the successful completion of either the recapitalization merger
                  of
                  Level 8 Systems, into Cicero, Inc., or the successful amendment
                  of Level
                  8’s charter to increase the authorized shares necessary to effect
                  the
                  recapitalization of the Company and the associated conversion of
                  debt and
                  equity, (the Conversion Event) Employee is hereby awarded a Stock
                  Option
                  Grant equal
                  to
                  1.35% of the fully diluted shares of either Cicero, Inc. or Level
                  8
                  Systems, Inc., whichever entity shall be the surviving entity,
                  at the
                  prevailing market price on the day of grant. These options shall
                  vest 1/3
                  immediately and 1/3 on each of the next two anniversaries of the
                  date of
                  grant. Where possible under existing tax laws, these option grants
                  will be
                  Incentive Stock Option Grants otherwise these options will be Non
                  Qualified Options. In addition, Employee will be granted a restricted
                  stock award equal to 1.35% of the fully diluted shares of either
                  Cicero,
                  Inc. or Level 8 Systems common stock, which ever entity shall be
                  the
                  surviving entity. The restricted stock award will vest upon the
                  resignation or termination of employee or upon a change in control
                  as
                  defined in Section 4 (c) above. The Company will utilize its best
                  efforts
                  to register the restricted stock award within 60 days of
                  grant.

              


      

      


      
        	
                6.

              	
                Vacation. 
                  Employee shall be eligible for four (4) weeks of paid vacation
                  annually,
                  provided that such vacation is scheduled at such times that do
                  not
                  interfere with the Company’s legitimate business needs.
                  

              


      

      


      
        	
                7.

              	
                Other
                  Benefits. 
                  Employee will be entitled to such fringe benefits as may be provided
                  from
                  time-to-time by the Company to its employees, including, but not
                  limited
                  to, group health insurance, life and disability insurance, and
                  any other
                  fringe benefits now or hereafter provided by the Company to its
                  employees,
                  if and when Employee meets the eligibility requirements for any
                  such
                  benefit. The Company reserves the right to change or discontinue
                  any
                  employee benefit plans or programs now being offered to its employees;
                  provided, however, that all benefits provided for employees of
                  the same
                  position and status as Employee will be provided to Employee on
                  an equal
                  basis.

              


      

      


      
        	
                8.

              	
                Business
                  Expenses. 
                  Employee will be reimbursed for all reasonable expenses incurred
                  in the
                  discharge of Employee's duties under this Agreement pursuant to
                  the
                  Company's standard reimbursement
                  policies.

              


      

       

      
        	
                9.

              	
                Withholding. 
                  The Company will deduct and withhold from the payments made to
                  Employee
                  under this Agreement, state and federal income taxes, FICA and
                  other
                  amounts normally withheld from compensation due
                  employees.

              


      

      


      
        	
                10.

              	
                Non-Disclosure
                  of Proprietary Information. 
                  Employee recognizes and acknowledges that the Trade Secrets (as
                  defined
                  below) and Confidential Information (as defined below) of the Company
                  and
                  its affiliates and all physical embodiments thereof (as they may
                  exist
                  from time-to-time, collectively, the “Proprietary Information”) are
                  valuable, special and unique assets of the Company's and its affiliates'
                  businesses. Employee further acknowledges that access to such Proprietary
                  Information is essential to the performance of Employee's duties
                  under
                  this Agreement. Therefore, in order to obtain access to such
                  

              


      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      Proprietary
        Information, Employee agrees that, except with respect to those duties assigned
        to him by the Company, Employee will hold in confidence all Proprietary
        Information and will not reproduce, use, distribute, disclose, publish or
        otherwise disseminate any Proprietary Information, in whole or in part, and
        will
        take no action causing, or fail to take any action necessary to prevent causing,
        any Proprietary Information to lose its character as Proprietary Information,
        nor will Employee make use of any such information for Employee's own purposes
        or for the benefit of any person, firm, corporation, association or other
        entity
        (except the Company) under any circumstances. 

      


      For
        purposes of this Agreement, the term “Trade Secrets” means information,
        including, but not limited to, any technical or nontechnical data, formula,
        pattern, compilation, program, device, method, technique, drawing, process,
        financial data, financial plan, product plan, list of actual or potential
        customers or suppliers, or other information similar to any of the foregoing,
        which derives economic value, actual or potential, from not being generally
        known to, and not being readily ascertainable by proper means by, other persons
        who can derive economic value from its disclosure or use. For purposes of
        this
        Agreement, the term “Trade Secrets” does not include information that Employee
        can show by competent proof (i) was known to Employee and reduced to writing
        prior to disclosure by the Company (but only if Employee promptly notifies
        the
        Company of Employee’s prior knowledge); (ii) was generally known to the public
        at the time the Company disclosed the information to Employee; (iii) became
        generally known to the public after disclosure by the Company through no
        act or
        omission of Employee; or (iv) was disclosed to Employee by a third party
        having
        a bona fide right both to possess the information and to disclose the
        information to Employee. The term “Confidential Information” means any data or
        information of the Company, other than trade secrets, which is valuable to
        the
        Company and not generally known to competitors of the Company. The provisions
        of
        this Section 6 will apply to Trade Secrets for so long as such information
        remains a trade secret and to Confidential Information during Employee’s
        employment with the Company and for a period of two (2) years following any
        termination of Employee’s employment with the Company for whatever
        reason.

      


      
        	
                11.

              	
                Non-Solicitation
                  Covenants. 
                  Employee agrees that during Employee's employment by the Company
                  and for a
                  period of two (2) year following the termination of Employee's
                  employment
                  for whatever reason, Employee will not, directly or indirectly,
                  on
                  Employee's own behalf or in the service of or on behalf of any
                  other
                  individual or entity, divert, solicit or attempt to divert or solicit
                  any
                  individual or entity (i) who is a client of the Company at any
                  time during
                  the six (6)-month period prior to Employee's termination of employment
                  with the Company (“Client”), or was actively sought by the Company as a
                  prospective client, and (ii) with whom Employee had material contact
                  while
                  employed by the Company to provide similar services or products
                  as such
                  provided by Employee for the Company to such Clients or prospects.
                  Employee further agrees and represents that during Employee's employment
                  by the Company and for a period of two (2) year following any termination
                  of Employee's employment for whatever reason, Employee will not,
                  directly
                  or indirectly, on Employee's own behalf or in the service of, or
                  on behalf
                  of any other individual or entity, divert, solicit or hire away,
                  or
                  attempt to divert, solicit or 

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      hire
        away, to or for any individual or entity which is engaged in providing similar
        services or products to that provided by the Company, any person employed
        by the
        Company for whom Employee had supervisory responsibility or with whom Employee
        had material contact while employed by the Company, whether or not such employee
        is a full-time employee or temporary employee of the Company, whether or
        not
        such employee is employed pursuant to written agreement and whether or not
        such
        employee is employed for a determined period or at-will. For purposes of
        this
        Agreement, “material contact” exists between Employee and a Client or potential
        Client when (1) Employee established and/or nurtured the Client or potential
        Client; (2) the Client or potential Client and Employee interacted to further
        a
        business relationship or contract with the Company; (3) Employee had access
        to
        confidential information and/or marketing strategies or programs regarding
        the
        Client or potential Client; and/or (4) Employee learned of the Client or
        potential Client through the efforts of the Company providing Employee with
        confidential Client information, including but not limited to the Client’s
        identify, for purposes of furthering a business relationship. 

      


      
        	
                12.

              	
                Existing
                  Restrictive Covenants. 
                  Except as provided in Exhibit B, Employee has not entered into
                  any
                  agreement with any employer or former employer: (a) to keep in
                  confidence
                  any confidential information, or (b) to not compete with any former
                  employer. Employee represents and warrants that Employee's employment
                  with
                  the Company does not and will not breach any agreement which Employee
                  has
                  with any former employer to keep in confidence confidential information
                  or
                  not to compete with any such former employer. Employee will not
                  disclose
                  to the Company or use on its behalf any confidential information
                  of any
                  other party required to be kept confidential by
                  Employee.

              


      

      


      
        	
                13.

              	
                Return
                  of Proprietary Information. 
                  Employee acknowledges that as a result of Employee's employment
                  with the
                  Company, Employee may come into the possession and control of Proprietary
                  Information, such as proprietary documents, drawings, specifications,
                  manuals, notes, computer programs, or other proprietary material.
                  Employee
                  acknowledges, warrants and agrees that Employee will return to
                  the Company
                  all such items and any copies or excerpts thereof, and any other
                  properties, files or documents obtained as a result of Employee's
                  employment with the Company, immediately upon the termination of
                  Employee's employment with the
                  Company.

              


      

      


      
        	
                14.

              	
                Proprietary
                  Rights. 
                  During the course of Employee's employment with the Company, Employee
                  may
                  make, develop or conceive of useful processes, machines, compositions
                  of
                  matter, computer software, algorithms, works of authorship expressing
                  such
                  algorithm, or any other discovery, idea, concept, document or improvement
                  which relates to or is useful to the Company's Business (the
                  “Inventions”), whether or not subject to copyright or patent protection,
                  and which may or may not be considered Proprietary Information.
                  Employee
                  acknowledges that all such Inventions will be “works made for hire” under
                  United States copyright law and will remain the sole and exclusive
                  property of the Company. Employee also hereby assigns and agrees
                  to assign
                  to the Company, in perpetuity, all right, title and interest Employee
                  may
                  have in and to such Inventions, including without limitation, all
                  copyrights, and the right to apply for any form of patent,
                  

              


      


      
        
          
          

        

        
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      utility
        model, industrial design or similar proprietary right recognized by any state,
        country or jurisdiction. Employee further agrees, at the Company's request
        and
        expense, to do all things and sign all documents or instruments necessary,
        in
        the opinion of the Company, to eliminate any ambiguity as to the ownership
        of,
        and rights of the Company to, such Inventions, including filing copyright
        and
        patent registrations and defending and enforcing in litigation or otherwise
        all
        such rights. 

      


      Employee
        will not be obligated to assign to the Company any Invention made by Employee
        while in the Company's employ which does not relate to any business or activity
        in which the Company is or may reasonably be expected to become engaged,
        except
        that Employee is so obligated if the same relates to or is based on Proprietary
        Information to which Employee will have had access during and by virtue of
        Employee's employment or which arises out of work assigned to Employee by
        the
        Company. Employee will not be obligated to assign any Invention which may
        be
        wholly conceived by Employee after Employee leaves the employ of the Company,
        except that Employee is so obligated if such Invention involves the utilization
        of Proprietary Information obtained while in the employ of the Company. Employee
        is not obligated to assign any Invention that relates to or would be useful
        in
        any business or activities in which the Company is engaged if such Invention
        was
        conceived and reduced to practice by Employee prior to Employee's employment
        with the Company. Employee agrees that any such Invention is set forth on
        Exhibit “A” to this Agreement.

      


      
        	
                15.

              	
                Remedies. 
                  Employee agrees and acknowledges that the violation of any of the
                  covenants or agreements contained in Sections 10 through 14 of
                  this
                  Agreement would cause irreparable injury to the Company, that the
                  remedy
                  at law for any such violation or threatened violation thereof would
                  be
                  inadequate, and that the Company will be entitled, in addition
                  to any
                  other remedy, to temporary and permanent injunctive or other equitable
                  relief without the necessity of proving actual damages or posting
                  a
                  bond.

              


      

      


      
        	
                16.

              	
                Severability. 
                  In case one or more of the provisions contained in this Agreement
                  is for
                  any reason held to be invalid, illegal or unenforceable in any
                  respect,
                  the parties agree that it is their intent that the same will not
                  affect
                  any other provision in this Agreement, and this Agreement will
                  be
                  construed as if such invalid or illegal or unenforceable provision
                  had
                  never been contained herein. It is the intent of the parties that
                  this
                  Agreement be enforced to the maximum extent permitted by
                  law.

              


      

      


      
        	
                17.

              	
                Entire
                  Agreement. 
                  This Agreement embodies the entire agreement of the parties relating
                  to
                  the subject matter of this Agreement and supersedes all prior agreements,
                  oral or written, regarding the subject matter hereof. No amendment
                  or
                  modification of this Agreement will be valid or binding upon the
                  parties
                  unless made in writing and signed by the
                  parties.

              


      

      


      
        	
                18.

              	
                Governing
                  Law. 
                  This Agreement is entered into and will be interpreted and enforced
                  pursuant to the laws of the State of New Jersey. The parties hereto
                  hereby
                  agree that the appropriate forum and venue for any disputes between
                  any of
                  the parties hereto arising 

              


      


      
        
          
          

        

        
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      out
        of
        this Agreement shall be any federal court in the state where the Employee
        has
        his principal place of residence and each of the parties hereto hereby submits
        to the personal jurisdiction of any such court. The foregoing shall not limit
        the rights of any party to obtain execution of judgment in any other
        jurisdiction. The parties further agree, to the extent permitted by law,
        that a
        final and unappealable judgment against either of them in any action or
        proceeding contemplated above shall be conclusive and may be enforced in
        any
        other jurisdiction within or outside the United States by suit on the judgment,
        a certified exemplified copy of which shall be conclusive evidence of the
        fact
        and amount of such judgment.

      


      
        	
                19.

              	
                Surviving
                  Terms. 
                  Sections 4, 10, 11, 14, 15 and 18 of this Agreement shall survive
                  termination of this Agreement.

              


      

      


      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        first above written.

      


      
        	COMPANY:	 	
                EMPLOYEE:

              
	 	 	 	 
	LEVEL
                8 SYSTEMS, INC.	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                By:
                  

              	 	 	 
	
                Name:

              	 	 	
                John
                  P. Broderick

              
	
                Title:
                  

              	 	 	 


      


      
        
          
          

        

        
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      EXHIBIT
        A

      


      INVENTIONS

      


      


      


      


      Employee
        represents that there are no Inventions.

      


      


      
        	 	 
	 	
                Employee
                  Initials

              


      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      EXISTING
        RESTRICTIVE COVENANTS

      

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        C

      


      VARIABLE
        COMPENSATION

      


       

      Initial
        Cash Bonus:

      


      Employee
        is entitled to an initial cash bonus of $50,000 payable within ninety 90
        days
        after the close of the trailing three months wherein the Company achieved
        an
        operating cash flow under generally accepted accounting principles (after
        accounting for all bonuses) of no less than $150,000. Cash flow from operations
        is defined as net income plus depreciation and amortization plus or minus
        the
        changes in working capital. 

      


      Annual
        Cash Bonus:

      


      Employee
        is entitled to an annual cash bonus payable after the Company has reported
        its
        results for the year. This annual cash bonus is tied to cash flow from
        operations (defined as above) as per the chart below:

      


      


      
        	 	
                Operating
                  Cash Flow
                  Range

              	 	 	 	 
	 	 	 	 	 	 	 
	 	
                From

              	
                To

              	 	
                Variable
                  Compensation

              
	 	 	 	 	 	 	 
	
                Tier
                  1

              	
                $
                  500,000 

              	
                $
                  1,000,000 

              	 	 	
                $
                  100,000 

              	 
	
                Tier
                  2

              	
                $
                  1,000,001 

              	
                $
                  2,000,000 

              	 	 	
                $
                  200,000 

              	 
	
                Tier
                  3

              	
                $
                  greater than 2,000,001 

              	 	 	 	
                $
                  300,000 

              	 


      

      


      
        	 	
                Performance
                  significantly in excess of Tier 3 may result in an additional reward
                  at
                  the discretion of the Compensation
                  Committee

              


      

       

    

     

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