EXHIBIT
10.5


EMPLOYMENT
AGREEMENT


This EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of April 4, 2007 by and between Riptide Software,
Inc., a Florida corporation (the “Company”), and Philip Loeffel an employee of
the Company (“Employee”).


RECITALS:


WHEREAS, the Company and Employee desire to
enter into a written agreement for the Company’s employment of Employee as an
employee, on the terms specified herein.


NOW, THEREFORE, in consideration of the mutual promises,
agreements and mutual covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree
as follows:


1.             Employment.  The Company hereby employs Employee, and
Employee hereby accepts employment with the Company, upon the terms and subject
to the conditions set forth in this Agreement.


2.             Position and
Duties.  Employee shall be employed
as the President of the Company (Riptide) and shall report directly to the
President of the Parent.  Employee shall
also serve in such additional capacities as may be assigned to him from time to
time by the Board of Directors of Company (the “Board”).  Employee shall devote substantially all of
his business time, attention, skill and best efforts to the diligent
performance of his duties hereunder.


3.             Term.  The term of employment hereunder shall
commence as of the date hereof (the “Commencement Date”) and shall continue for
Three (3) years unless sooner terminated earlier in accordance with the
provisions of this Agreement (the “Term”).


4.             Compensation.  As compensation for all services rendered by
Employee under this Agreement, the Company shall pay Employee compensation as
follows:


1.             Annual
Salary.  For all services rendered by
Employee during his employment under this Agreement, beginning on the
Commencement Date, the Company shall pay Employee an annual salary at the rate
of $250,000 per year, payable semi-monthly in accordance with the Company’s
standard payroll policies, subject to annual increases of 5% throughout the
Term. The increase shall become effective on annual anniversary date of the
Commencement Date, for each year throughout the Term.


2.             Taxes
and Withholdings.  All taxes and
governmentally required withholdings shall be deducted from any amount paid by
the Company to Employee hereunder in conformity with applicable laws.











3.             Earn-out
Payments.


(i)      Subject to the Company’s gross revenues exceeding
of 80% of $10,000,000 and the Company’s EBITDA exceeding 80% of $1,300,000 for the
first twelve month period following the Effective Date (the “Year 1 Earnout
Period”), Parent shall pay a pro rata share of 20% of the Company’s EBITDA (the
“Year 1 Earnout Payment) as measured in the Year 1 Earn Out Period to the
Employee in the proportion set forth in Exhibit A hereto. Employee may, at
Employee’s option, designate one or more Company employees to whom Employee’s
pro rata share of the Year 1 Earn Out Payment shall be paid in the form of an
individual cash bonus in such proportions as Employee may designate.


(ii)     Subject to the Company’s gross revenues exceeding
of 80% of $13,000,000 and the Company’s EBITDA exceeding 80% of $1,600,000 for
the twelve month period following the first anniversary of the Effective Date
(the “Year 2 Earn Out Period”), Parent shall pay a pro rata share of 20% of the
Company’s EBITDA (the “Year 2 Earn Out Payment) as measured in the Year 2 Earn
Out Period to the Employee in the proportion set forth in Exhibit A hereto.
Employee may, at Employee’s option, designate one or more Company employees to
whom Employee’s pro rata share of the Year 2 Earn Out Payment shall be paid in
the form of an individual cash bonus in such proportions as Employee may
designate.


(iii)    The parties agree, that for
the purpose of computing the Earn Out Payments, the company shall be credited
with the Company revenue(s) of the Company and its Affiliates, including any
joint ventures, license agreements or products co-developed with Parent or its
Subsidiaries, and EBITDA recognized by the Parent (and/or its Subsidiaries or
any other Affiliates) associated with each such joint venture, license
agreement, product, service and/or solution developed or co-developed by the
Company, Parent and/or its Subsidiaries.


(iv)    Regardless of whether Employee’s
employment hereunder is terminated prior to the expiration of the Term and
regardless of the reason for such termination, the parties agree that the Year
one Earn Out Payment shall be paid to Employee (or Employee’s heirs or legal
representatives in the case of Employee’s death or disability) on the first
anniversary of the Closing Date, and the Year 2 Earn Out Payment shall be paid
to Employee (or Employee’s heirs or legal representatives in the case of
Employee’s death or disability) on the second anniversary of the Closing Date.


4.     Performance Bonuses.  Employee shall be entitled to receive
performance bonuses based on performance criteria mutually agreed to by
Employee and the Board from time to time. Such bonus program shall provide for
a minimum of $50,000.00 in bonus compensation annually beginning with the 











calendar year 2009, which bonus compensation shall be comprised of: (i)
includes a minimum of $10,000.00 attributable to the Parent’s achievement of
the annual financial plan, payable within sixty (60) days following the end of
the Parent’s fiscal year; and (ii) quarterly bonus amounts of at least
$10,000.00 per quarter payable within thirty (30) days following the end of
each calendar quarter, fifty percent (50%) of which is earned based on the
Company’s achievement of planned quarterly group objectives mutually agreed to
by Employee and the Board, and fifty percent (50%) of which is earned based on
the Employee’s achievement of planned individual objectives for the quarter
mutually agreed to by Employee and the Board.


5.     Equity Based Compensation.  The Company plans to establish one or more
Incentive Stock Option plans (the “ISO Plans”) for Company Directors, Company
Officers and other key employees of the Company and will use its best efforts
to establish the effectiveness of such ISO Plans within 60 days of the
Commencement Date (the “ISO Plan Date”). The ISO Plans will provide for the
grant to Company Directors, Company Officers and other key employees of the
Company, including Employee, incentive stock options (the “ISO”) to acquire
shares of the capital stock of the Company in accordance with the terms of the
ISO Plans.  The date on which the Company
grants the ISO to Employee will be the grant date (the “ISO Grant Date”).  The strike price for the ISO shall be the
fair market value for the particular class of capital stock of the Company
granted to Employee under the ISO Plans on the ISO Grant Date.  The options granted to Employee shall vest as
follows: (i) twenty-five percent (25%) shall vest within the first twelve (12)
months following the Grant Date; and (ii) the remaining seventy-five percent
(75%) shall vest 1/36th per month over the next 36 months such that
the Options shall be fully vested after four (4) years; provided, however, that
the Options shall vest immediately in the event of a Change of Control, or if
Employee’s employment hereunder is terminated without cause under Section 8, or
if Employee terminates his employment hereunder for Good Reason under Section
10


6.     Other Equity Based Compensation.  The Parent shall establish one or more
Restricted Stock Grant plans (the “Restricted Stock Grant Plans”) and will use
its best efforts to establish such Restricted Stock Grant Plans within 60 days
of the Commencement Date (the “Restricted Stock Grant Plan Date”). The
Restricted Stock Grant Plans will provide for the grant to Company Directors
and Company Officers of the Company, including Employee, grants of restricted
stock (the “Restricted Stock Grant”) to acquire shares of the capital stock of
the Company in accordance with the terms of the Restricted Stock Grant
Plans.  The date on which the Company
grants the Restricted Stock Grant to Employee will be the grant date (the “Restricted
Stock Grant Date”).  The strike price for
the Restricted Stock Grant shall be the fair market value for the particular
class of capital stock of the Company granted to Employee under the Restricted
Stock Grant Plans on the Restricted Stock Grant Date.  The vesting rights and benefits for each
Restricted Stock Grant granted shall 











vest in the Employee immediately on the
Restricted Stock Grant Date; and in addition the restriction on such Restricted
Stock Grants shall be lifted twelve (12) months following the Restricted Stock
Grant Date; and further the lifting of such restrictions shall be accelerated
and immediately lifted for all Restricted Stock Grant shares in the event of a
Change of Control, or for early termination without Cause as defined in
Sections 7 and 8, or for early termination for Good Reason as defined in
Section 10.


5.     Benefits and Fringes.


(a)   Benefits. 
During the Term, Employee shall be eligible to participate in the
Company’s standard benefits for key executives of the Company in accordance
with the Company’s policies.


(b)   Vacation. 
Employee shall be entitled to four (4) weeks of paid vacation in each
calendar year during the Term in accordance with the Company’s practice.  Employee shall take vacations at such time or
times as shall be reasonable as mutually determined by Employee and Company
based upon the current duties.


(c)   Other. Employee shall be entitled to the
following according to policy and practices established by Company from time to
time:


3.     Corporate Credit Card;


4.     Cell Phone;


5.     High Speed Internet;


6.     IP Telephone;


7.     Other Set up and supplies;


8.     Laptop Computer;


9.     Printer, Scanner, Fax;


6.     Expenses Reimbursement.  The Company shall reimburse Employee for all
reasonable expenses incurred by Employee during the Term in the course of
performing Employee’s duties under this Agreement that are consistent with the
Company’s policies in effect from time to time with respect to travel,
entertainment and other business expenses, including cellular phone charges and
mileage related to business expenses, subject to the Company’s requirements
applicable generally with respect to reporting and documentation of such
expenses.  Expenses shall be reimbursed
in accordance with the Company’s policies in effect from time to time.











7.     Termination by Company for
Cause.  The Company shall have the
right at any time to terminate the employment of Employee for Cause effective
immediately by delivering to Employee a written notice specifying such
Cause.  If the Company exercises such
right, in full settlement and discharge of the Company’s obligation to
Employee, the Company shall make a payment to Employee in a lump sum amount
equal to all compensation accrued and unpaid as of the Termination Date and the
Company’s obligation under this Agreement to make any further payments to
Employee shall thereupon cease and terminate. 
This Section 7 of this Agreement in no way limits the Company’s right to
terminate Employee’s employment without cause pursuant to Section 8 of this
Agreement.  As used herein, the term “Cause”
shall be deemed to exist upon (i) willful misconduct or gross negligence of
Employee in the performance of his duties and services to the Company or any of
its subsidiaries; (ii) the commission of a felony, whether or not committed in
the course of performing services for the Company or any of its subsidiaries;
(iii) Employee’s deliberate dishonesty or breach of fiduciary duty; (iv) the
commission by Employee in the course of performing any services for the Company
or any of its subsidiaries of embezzlement, theft or any other fraudulent act;
(v) the unauthorized disclosure by Employee of any material trade secret or
material confidential information of the Company or any of its subsidiaries;
(vi) the commission by Employee of an act which constitutes unfair competition
with the Company or any of its subsidiaries, including, without limitation,
inducing any employee or customer of the Company to breach a contract with the
Company or any of its subsidiaries; (vii) the repeated refusal or failure by
Employee to comply with any policies of the Company or any lawful directives of
the Board of the Company; or (viii) the material breach by Employee of any
agreement to which the Company and Employee are parties, which material breach
remains uncured by Employee for a period of 10 days after the Company has given
Employee written notice thereof.


8.     Termination by Company
Without Cause.  The Company shall
have the right at any time and for any reason or for no reason to terminate the
employment of Employee and this Agreement without cause effective immediately
upon written notice to Employee.  Upon
termination of this Agreement pursuant to this Section 8, Employee shall be
entitled to receive, (i) an amount equal to Employee’s annual salary accrued
and unpaid as of the Termination Date, (ii)
a pro rated portion of any and all performance bonuses to which Employee would
have been entitled as if Employee had remained employed by Company and achieved
all goals and objectives under Section 4(c) for the year as well as the quarter
in which such termination occurs, (iii) salary, plus all performance bonuses to
which Employee would have been entitled as if Employee had remained employed by
Company and achieved all goals and objectives under Section 4(c) and all
benefits for a period of six (6)
months after the Termination Date, and (iv) continue to provide
Employee, at Company expense, with the same medical coverage Employee carried
while an active employee for a period
of six (6) months after the Termination Date, after which Employee will
be eligible under Part 6 of Subtitle B of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“COBRA”).  All of the foregoing shall be payable in
accordance with the Company’s then effective payroll schedule applicable to
Employee.  All payments under this
Section 8 shall be in full settlement and discharge of the Company’s obligation
to Employee, and the obligation of the Company to make such payments shall be
conditioned upon the 











execution by Employee of
a separation and release agreement in a form satisfactory to the Company.


9.     Termination Upon Death or
Disability.  The Company may
terminate the employment of Employee and this Agreement effective upon notice
to Employee (or his heirs or legal representatives, as the case may be) if
Employee either dies or is disabled.  As
used herein, the term “disabled” shall mean the inability or failure of
Employee to perform the essential functions of the position with or without reasonable accommodation as a result
of a mental or physical disability for a period of ninety (90) or more days
(whether or not consecutive) during any twelve months, all as determined in
good faith by the Board.  Upon
termination of this Agreement pursuant to this Section 9, Employee (or his
heirs or legal representatives, as the case may be) shall be entitled to
receive, in full settlement and discharge of the Company’s obligation to
Employee, a lump sum amount equal to all compensation accrued and unpaid as of
the Termination Date.


10.   Termination
by Employee.


(a)   Employee may
terminate his employment under this Agreement at any time upon thirty (30) days
notice to the Company.  Employee, at the
request of the Company and for a period not to exceed such thirty (30) days as
requested by the Company, shall continue to render his services in accordance
with this Agreement and shall be paid his regular salary plus performance
bonuses and receive his normal benefits up to the Termination Date.


(b)   Employee may
terminate his employment with the Company under this Agreement at any time for
Good Reason (as defined below).  Upon
termination of this Agreement pursuant to this Section 10(b), Employee shall be
entitled to receive, (i) an amount equal to Employee’s annual salary accrued
and unpaid as of the Termination Date, (ii)
a pro rated portion of any and all performance bonuses to which Employee would
have been entitled as if Employee had remained employed by Company and achieved
all goals and objectives under Section 4(c) for the year as well as the quarter
in which such termination occurs, (iii) salary, plus all performance bonuses to
which Employee would have been entitled as if Employee had remained employed by
Company and achieved all goals and objectives under Section 4(c) and all
benefits for a period of six
(6) months after the Termination Date, and (iv) continue to provide
Employee, at Company expense, with the same medical coverage Employee carried
while an active employee for a period
of six (6) months after the Termination Date, after which Employee will
be eligible under the provisions of COBRA.  All of the foregoing
shall be payable in accordance with the Company’s then effective payroll
schedule applicable to Employee.  The
term “Good Reason” means Employee’s
resignation as an Employee of the Company as a result of (i) the Company
materially violating any of its material obligations to Employee under this Agreement or any other agreement with Employee, (ii)  a
substantial change in Employee’s
duties to which Employee does
not consent, (iii)  a decrease in Employee’s salary or performance bonuses to which Employee does not consent, or
(iv) the 











Company failing to enter into a new employment agreement with the
Employee thirty (30) days prior to the expiration of this Agreement, on terms
equal to or greater than the existing agreement.  Such termination for Good Reason shall only
be effective if Employee
gives the Company a minimum of 30 days’ written notice, provided that
the occurrence of such violation shall have occurred within the 60 days
preceding such notice and that the Company shall have failed to cure such
violation within 30 days after receipt of such notice.


11.   Covenants of Confidentiality
and Non-Competition.


	
  (a)   Definitions.
  For this Agreement, the following terms shall have the meanings specified
  below:

  
	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  “Person” - any individual, corporation, partnership,
  association, unincorporated organization or other entity.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  “Termination Date” - the last day Employee is
  employed by Company, whether separation is voluntary or involuntary and with
  or without Cause.

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  “Confidential Information” - information relating to
  Company’s customers, suppliers, distributors, operations, finances, and
  business that derives value from not being generally known to other Persons,
  including, but not limited to, technical or non technical data, formulas,
  patterns, compilations (including compilations of customer information),
  programs (including computer programs and software), devices, methods,
  techniques, drawings, processes, financial data (including sales and sales
  forecasts), and lists of actual or potential customers or suppliers
  (including identifying information about those customers), without regard to
  form and whether or not reduced to writing. Confidential Information includes
  information owned or disclosed to Company by third parties that Company
  treats as or is obligated to maintain as confidential. Confidential
  Information subject to this Agreement may include information that is not a
  trade secret under applicable law, but information not constituting a trade
  secret shall only be treated as Confidential Information under this Agreement
  for a one-year period after the Termination Date.

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  “Competing Business” shall mean any one or more of
  the following: (i) the Company’s Business, or (ii) any other business in
  which the Company or its subsidiaries develops an intention, with full
  knowledge of Employee, to engage on or before the Termination Date and (a)
  for which the Company or its subsidiaries prepared an existing business plan
  or study on or before the Termination Date, or (b) for which the Board
  commissioned a business plan or study on or before the Termination Date.

  



 











 


	
  (v)

  	
   

  	
  “Company’s Business” Company’s Business means the
  business of offering comprehensive software solutions and strategies
  internationally through custom programming, consulting, and off-site software
  development throughout the Territory.

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  “Company’s Products” means the products of the
  Company related to the Company’s Business.

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  “Territory” shall mean the State of Florida.

  



 


12.   Confidential Information.  Employee shall use his or her best efforts to
protect Confidential Information. At all times, both during and after Employee’s
employment, Employee will not use, reproduce or disclose any Confidential
Information, except as may be necessary in connection with work for Company.


13.   Return of Materials.  On the Termination Date or for any reason or
at any time at Company’s request, Employee will deliver promptly to Company all
materials, documents, plans, records, notes, or other papers or
electronically-stored materials and any copies in Employee’s possession or
control relating in any way to Company’s Business, which at all times shall be
the property of Company.


14.   Disparagement.  Employee shall not at any time make false,
misleading or disparaging statements about the Company, including its products,
services, management, employees, and customers. 
The Company shall not make false, misleading or disparaging statements
about Employee.


15.   Non-Solicitation of
Customers.  Employee agrees that, for a
period of twelve (12) months
following the Termination Date, Employee shall not, directly or indirectly,
solicit, or assist in the solicitation of, any Person who is, or was during the
period of Employee’s employment with Company, a customer of Company, including
actively sought prospective customers, with whom Employee had personal business
contact with during his or her employment with the Company.


16.   Non-Solicitation
of Employees, Consultants and Contractors. 
Employee agrees that, for a period of twelve (12) months following the Termination Date, Employee shall
not, directly or indirectly, solicit or induce, or attempt to solicit or
induce, Persons who were employees, consultants or independent contractors of
the Company at the time of Employee’s termination of employment and who
continue to be employed or engaged by Company, and with whom Employee had
personal business contact with during his or her employment with the Company,
to leave their employment or engagement with the Company.


17.   Covenant against
Competition.  Employee covenants and
agrees with the Company that, except on behalf of Company, at any time during
the period of his or her employment with Company and continuing for a period of
twelve (12) months after the
Termination Date, Employee will not in
any manner (other than as an employee of or as a consultant to Company),
directly or by assisting others, engage
in or perform any of the specific duties or activities which Employee performed
for Company during his or her 











employment for any
Competing Business in the Territory. 
Employee further agrees that during the period of his or her employment
with Company and continuing for a period of twelve (12) months after the Termination Date, Employee will not
own or invest in any Competing Business; except that Employee may own
securities of the Company or acquire either directly or indirectly and solely
as an investment, up to five percent (5%) of the securities of any Competing
Business issuer that is publicly traded on any United States national
securities exchange or quoted on the NASDAQ system.


Prior
Agreements.  Employee warrants that
Employee is not under any obligation, contractual or otherwise, limiting or
affecting Employee’s ability or right to render to Company the services for
which Employee has been or is being hired. Upon execution of this Agreement,
Employee will give Company a copy of any agreement, or notify Company in
writing of any agreement if a written agreement is not available, with a prior
employer or other Person purporting to limit or affect Employee’s ability or
right to render to Company the services for which Employee has been or is being
hired, to solicit customers or potential customers, or to use any type of
information.


Future Employment
Opportunities.  At any time before, and
for six (6) months after, the
Termination Date, Employee shall provide any prospective company with a copy of
this Agreement, and upon accepting any employment with another Person, shall
provide Company with the employer’s name and a description of the services
Employee will provide.


Tolling.  In the event the enforceability of any terms
of this Section 11 are challenged in a lawsuit instituted during the Term or
for a period of twelve (12) months following the Termination Date and Employee
is not enjoined from breaching any of the protective covenants, then if a court
of competent jurisdiction finds that the challenged protective covenant is enforceable,
the time period shall be tolled during the pendency of the lawsuit until the
dispute is finally resolved and all periods of appeal have expired.


Work For Hire
Acknowledgment; Assignment.  Employee
acknowledges that Employee’s work on and contributions to documents, programs,
and other expressions in any tangible medium that relate to the Company’s
Business or the Company’s Products (collectively, “Works”) since the date of
employment and thereafter through the Termination Date are within the scope of
Employee’s employment and part of Employee’s duties and responsibilities.
Employee’s work on and contributions to the Works will be rendered and made by
Employee for, at the instigation of, and under the overall direction of,
Company, and are and at all times shall be regarded, together with the Works,
as “work made for hire” as that term is used in the United States Copyright
Laws. Without limiting this acknowledgment, Employee assigns, grants, and
delivers exclusively to Company all rights, titles, and interests in and to any
Works, and all copies and versions, including all copyrights and renewals.
Employee will execute and deliver to Company, its successors and assigns, any
assignments and documents Company requests for the purpose of establishing, evidencing,
and enforcing or defending its complete, exclusive, perpetual, and worldwide
ownership of all rights, titles, and interests of every kind and nature,
including all copyrights, in and to the Works, and Employee constitutes and
appoints Company as his or her agent to execute and deliver any such
assignments or documents Employee fails or 











refuses to execute and deliver, this power and agency
being coupled with an interest and being irrevocable.


Inventions, Ideas and
Patents.  Employee shall disclose
promptly to Company (which shall receive it in confidence), and only to
Company, any invention or idea of Employee (developed alone or with others)
that relates in any way to Company’s Business or Company’s Products or was
conceived or made before or during Employee’s employment by Company or within
six months of the Termination Date. Employee assigns to Company any such
invention or idea in any way connected with Employee’s employment or related to
Company’s Business, research or development, or demonstrably anticipated
research or development, and will cooperate with Company and sign all papers
deemed necessary by Company to enable it to obtain, maintain, protect and
defend patents covering such inventions and ideas and to confirm Company’s
exclusive ownership of all rights in such inventions, ideas and patents, and
irrevocably appoints Company as its agent to execute and deliver any
assignments or documents Employee fails or refuses to execute and deliver
promptly, this power and agency being coupled with an interest and being
irrevocable. This constitutes Company’s written notification that this
assignment does not apply to an invention for which no equipment, supplies,
facility or trade secret information of Company was used and which was
developed entirely on Employee’s own time, unless (a) the invention relates (i)
directly to Company’s Business, or (ii) to Company’s actual or demonstrably
anticipated research or development, or (b) the invention results from any work
performed by Employee for Company.


Representations and
Disclosures.  Employee represents and
warrants that he has the legal capacity to execute and deliver this Agreement,
and that the execution, delivery and performance of this Agreement by such party
will not violate any agreement made by such party or to which such party is
subject.  Employee represents and
warrants that there are no inventions or ideas of which Employee claims
ownership as of the date of this Agreement other than the inventions or ideas
described on Appendix A.  If no inventions
or ideas are listed on Appendix A, Employee represents that there are no such
inventions or ideas at the time of signing this Agreement.  Employee represents and warrants that
performance of all the terms of this Agreement will not breach any agreement to
keep in confidence proprietary information acquired by Employee in confidence
or in trust prior to the execution of this Agreement.  Employee has not entered into, and Employee
agrees not to enter into, any agreement either written or oral that conflicts
or might conflict with Employee’s employment or Employee’s performance under
this Agreement.  Except as described on
Appendix A, Employee is not bound by any agreement regarding confidentiality or
ownership of intellectual property with any person or entity other than the
Company.  Employee agrees not to disclose
to the Company or use on its behalf any confidential information belonging to
others that is known to have been improperly acquired or acquired from a person
known to be subject to a duty not to disclose it.


Continuing Employment
Upon a Change of Control.  Upon the
occurrence of a Change of Control (as defined below), the Company covenants
that it shall cause the acquiring company to offer Employee an employment
agreement containing (i) an employment period of not less than one (1) year,
(ii) duties and responsibilities consistent with Employee’s then current
position in the Company and (iii) such other terms consistent with and
comparable to the terms set forth in this Agreement, as and if amended, in all
material respects, including without limitation, compensation and
benefits.  Such employment agreement will
not require relocation unless 











mutually agreed upon by the Company and Employee.  If the acquiring company fails to offer
Employee an employment agreement containing such terms, then Employee shall be
entitled to a lump sum severance in an amount not less than Employee’s
aggregate compensation (including salary, bonuses, and commission, whether or
not paid) for the prior twelve month period, plus the continuation of all
benefits for a period of twelve (12) months after the Termination Date.  If the acquiring company terminates Employee’s
employment or if Employee terminates employment for Good Reason within one (1)
year after the Change of Control, then Employee shall be entitled to a lump sum
severance in an amount equal to the lump sum severance Employee would have
received in the prior sentence, plus the continuation of all benefits for a
period of twelve (12) months after the Termination Date.  The provisions of this Section 15 shall be
binding upon and enforceable against all successors and assigns of the
Company.  A “Change of Control” shall be
deemed to have occurred after (a) the sale of all or substantially all of the
assets of the Company, whether in a single transaction or in a series of
transactions occurring within any single 12 month period, (b) the sale by
one or more shareholders of the Company, in a single transaction or in a series
of transactions occurring within any single 12 month period, of more than 50%
of the issued and outstanding capital stock of the Company to any individual,
corporation, trust or other entity; or (c) a merger, reorganization,
exchange of stock or other securities, or other business combination between
the Company and another individual, corporation, trust or other entity
comprised of a single transaction or a series of transactions occurring within
any single 12 month period, resulting in any individual, corporation, trust or
other entity owning more than 50% of the issued and outstanding capital stock
of the Company.


Interpretation;
Severability.  Rights and restrictions in
this Agreement may be exercised and are applicable only to the extent they do
not violate any applicable laws, and are intended to be limited to the extent
necessary so they will not render this Agreement illegal, invalid or
unenforceable. If any term shall be held illegal, invalid or unenforceable by a
court of competent jurisdiction, the remaining terms shall remain in full force
and effect. This Agreement does not in any way limit Company’s rights under the
laws of agency, fiduciary obligation, unfair competition, trade secret,
copyright, patent, trademark or any other applicable law(s), or under any other
agreement or instrument, all of which are in addition to rights under this
Agreement. The existence of a claim by Employee, whether predicated on this
Agreement or otherwise, shall not constitute a defense to Company’s enforcement
of this Agreement.


Remedies for Breach.  Employee understands and agrees that any
breach of this Agreement may cause the Company great and irreparable harm and
that it would be difficult or impossible to establish the full monetary value
of such damage. Consequently:


Employee covenants and agrees that any breach
by Employee of the Agreement during Employee’s employment with the Company
shall be grounds for disciplinary actions up to and including dismissal of
Employee for Cause.


Employee further covenants and agrees that in
the event of any Employee breach of this Agreement, Employee consents to the
entry of appropriate preliminary and permanent injunctions in a court of
appropriate jurisdiction, without the posting of a bond or other security, in
addition to whatever other remedies the Company may have. Injunctive relief is
in addition to any other available remedy, including damages.











Employee agrees that Employee will indemnify
and hold the Company harmless from any loss, cost, damage or expense (including
attorneys’ fees) incurred by the Company arising out of Employee’s breach of
any portion of this Agreement, whether or not such breach results in litigation
or other formal proceedings.


Miscellaneous.


Counterparts. 
This Agreement may be executed in several counterparts each of which is
an original.  This Agreement and any
counterpart so executed shall be deemed to be one and the same instrument.  It shall not be necessary in making proof of
this Agreement or any counterpart hereof to produce or account for any of the
other counterparts.


Contents of Agreement; Parties In Interest,
Etc.  This Agreement sets forth the
entire understanding of the parties.  Any
previous agreements or understandings between the parties regarding the subject
matter hereof are merged into and superseded by this Agreement.  If there are any inconsistencies between the
terms of this Agreement and the Company’s Employee Handbook, this Agreement
shall control.  All representations,
warranties, covenants, terms, conditions and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the
respective heirs, legal representatives, successors and permitted assigns of
the Company and Employee.  Neither this
Agreement nor any rights, interests or obligations hereunder may be assigned by
any party without the prior written consent of the other party hereto.


TEXAS LAW TO GOVERN.  THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICT OF LAWS.  Each
party irrevocably (a) consents to the exclusive jurisdiction and venue of the
federal and state courts located in Tarrant County, State of Texas, in any
action arising under or relating to this Agreement, and (b) waives any
jurisdictional defenses (including personal jurisdiction and venue) to any such
action.


Section Headings.  The section headings herein have been
inserted for convenience of reference only and shall in no way modify or
restrict any of the terms or provisions hereof.


Notices. 
All notices, requests, demands and other communications which are
required or permitted hereunder shall be sufficient if given in writing and
delivered personally or by registered or certified mail, postage prepaid, by a
nationally recognized overnight courier service, or by facsimile transmission
(with a copy simultaneously sent by registered or certified mail, postage
prepaid), as follows (or to such other address as shall be set forth in a
notice given in the same manner):


	
  

  	
  (1)

  	
  If to the Company, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dunnington,
  Bartholow and Miller

  
	
   

  	
   

  	
  Attention:
  Robert Lincoln

  
	
   

  	
   

  	
  477 Madison
  Avenue

  
	
   

  	
   

  	
  12th Floor, Suite 1200

  
	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  If to Employee, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Phil Loeffel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Orlando, FL

  



 











All such notices shall be deemed to have been
received on the date of delivery.


Location of Employment.  The location of employment of Employee shall
be the State of Florida.  This Agreement
will not require relocation unless mutually agreed upon by the Company and
Employee.


Modification and Waiver.  Any of the terms or conditions of this
Agreement may be waived in writing at any time by the party which is entitled
to the benefits thereof, and this Agreement may be modified or amended at any
time by the Company and Employee.  No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by each of the parties hereto.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof nor shall such waiver constitute a continuing waiver.


Mediation. 
The Company and Employee shall mediate any claim or controversy arising
out of or relating to this Agreement or any breach thereof if either of them
requests mediation and gives written notice to the other (the “Mediation Notice”).  Any notice given pursuant to the preceding
sentence shall include a brief statement of the claim or controversy.  If the Company and Employee do not resolve
the claim or controversy within five (5) days after the date of the Mediation
Notice, the Company and Employee shall then use reasonable efforts to agree
upon an independent mediator.  If the
Company and Employee do not agree upon an independent mediator within ten (10)
days after the date of the Mediation Notice, either party may request that
JAMS/Endispute (“JAMS”), or a similar mediation service of a similar national
scope if JAMS no longer then exists, appoint an independent mediator.  The Company and Employee shall share the
costs of mediation equally and shall pay such costs in advance upon the request
of the mediator or any party.  Within ten
(10) days after selection of the mediator, the mediator shall set the
mediation.  If the Company and Employee
do not resolve the dispute within thirty (30) days after the date of the
Mediation Notice, the dispute shall be decided by arbitration as set forth in
Section 18(i) hereof.


Arbitration. 
Any claim or controversy arising out of or relating to this Agreement or
any breach thereof shall be settled by arbitration if such claim or controversy
is not settled pursuant to Section 18(h) hereof.  The venue for any such arbitration shall be 











Dallas, Texas, or such other location as the
parties may mutually agree.  Except as
expressly set forth herein, all arbitration proceedings under this Section
18(i) shall be undertaken in accordance with the Commercial Arbitration Rules
of the American Arbitration Association (the “AAA”) then in force.  Only individuals who are (i) lawyers engaged
full-time in the practice of law and (ii) on the AAA register of arbitrators
shall be selected as an arbitrator. 
There shall be one arbitrator who shall be chosen in accordance with the
rules of the AAA.  Within twenty (20) days
of the conclusion of the arbitration hearing, the arbitrator shall prepare written
findings of fact and conclusions of law. 
Judgment on the written award may be entered and enforced in any court
of competent jurisdiction.  It is
mutually agreed that the written decision of the arbitrator shall be valid,
binding, final and non-appealable; provided however, that the parties hereto
agree that the arbitrator shall not be empowered to award punitive damages
against any party to such arbitration. 
The arbitrator shall require the non-prevailing party to pay the
arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is
no prevailing party, the arbitrator’s fees and expenses will be borne equally
by the parties thereto.  In the event
action is brought to enforce the provisions of this Agreement pursuant to this
Section 18(i), the non-prevailing parties shall be required to pay the
reasonable attorneys’ fees and expenses of the prevailing parties, except that
if in the opinion of the court or arbitrator deciding such action there is no
prevailing party, each party shall pay its own attorneys’ fees and expenses.


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left BLANK











I HAVE READ THIS AGREEMENT CAREFULLY. I
ACKNOWLEDGE THAT THIS AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL
RESPONSIBILITI ES THAT I AM REQIJRED TO OBSERVE AS AN EMPLOYEE EXPOSED TO
HIGHLY SENSITIVE TECHTOLOGY AND STRATEGIC INFORMATION.


IN WITNESS WHEREOF, the parties
hereto have executed or have caused this Agreement to be duly executed as of
the date first  above written.


	
  

  	
  EMPLOYEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ PHILIP
  LOEFFEL

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Philip Loeffel

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Information
  Intellect, Inc.

  
	
   

  	
   

  	
  By:

  	
  /s/FRANCIS E.
  WILDE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Francis E. Wilde

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman &
  CEO