Exhibit
      10.20

    


    Visual
      Management Systems, Inc.

    Deferred
      Compensation Plan

    


    1. PURPOSE;
      EFFECTIVE DATE

    


    The
      purpose of this Deferred Compensation Plan is to reduce the currently payable
      sums due to certain Visual Management Systems, Inc. employees under their
      employment agreements with VMS during periods where the company experiences
      negative earnings before interest, taxes, depreciation and amortization
      (“EBITDA”). The Effective Date of this Plan shall be January 21, 2008, and the
      Plan shall automatically renew annually unless otherwise terminated or
      amended.

    


    2. DEFINITIONS

    


    Whenever
      used in this document, the following terms shall have the meanings set forth
      in
      this Section unless a contrary or different meaning is expressly
      provided:

    


    2.1
      Board. "Board" means the Board of Directors of the Company.

    


    2.2
      Committee. "Committee" means the Committee appointed by the Board to administer
      the Plan pursuant to Section 7 of this Plan.

    


    2.3
      Company. "Company" means Visual Management Systems, Inc.

    


    2.4
      Compensation. "Compensation" means base salary, commissions, bonus payments
      paid
      and any and all other conveyances of cash value to Participants by the Company
      for any reason.

    


    2.5
      Deferred Compensation. “Deferred Compensation” means sums payable to
      Participants in accordance with the terms of this Plan, credited to that
      Participant’s Subaccount as a result in a reduction in Compensation paid to a
      Participant at the time normally scheduled for payment of said
      Compensation.

    


    2.6
      Disability. "Disability" shall have the same meaning as under the Company's
      group long term disability plan in effect at the time that Participant is
      declared to be disabled.

    


    2.7
      Earned Interest. "Earned Interest" for each Subaccount means shall mean the
      interest credited to the Subaccount in accordance with the terms of the
      Plan.

     

    2.8 Employer.
      "Employer" means the Company and any subsidiary or affiliate of the Company
      designated by the Committee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.20

       

    

    2.9
      Participant. "Participant" means any individual whose payment has been deferred
      under this Plan, and who is currently an employee or member of the Board of
      Directors of the Company.

    


    2.10
      Participation Letter. “Participation Letter” means the letter submitted to the
      Plan Participant detailing relevant provisions of this Plan, and the
      Compensation to be deferred.

    


    2.11
      Plan. "Plan" means this Visual Management Systems, Inc. Deferred Compensation
      Plan, as amended from time to time.

    


    2.12
      Plan
      Account. "Plan Account" means the account or bookkeeping device used by the
      Company to hold any and all sums available for contribution towards the payment
      of Deferred Compensation after the close of a fiscal quarter where the Company
      has positive EBITDA.

    


    2.13
      Subaccount. "Subaccount" means the bookkeeping device used by the Company to
      measure and determine the amount of Deferred Compensation and Earned Interest
      allocated to each Participant

    


    3. PARTICIPATION
      AND DEFERRALS

    


    3.1
      Participation. Participation in this plan shall be limited to those individuals
      selected by management of the Company, with approval of the
      Committee.

    


    3.2
      Form
      of Deferral. Deferral shall take the form of a reduction in any and all
      Compensation payable to Participants in accordance with the terms of their
      respective employment agreements or other agreements with the company entitling
      them to Compensation for any services to company whatsoever, above and beyond
      the annualized sum indicated in the respective Participant’s Participant Letter,
      as prorated per normal Company payment period. At the time of any Compensation
      payment due to Participant which is reduced according to this Plan, the value
      of
      that reduction shall be credited to the respective Participant’s
      Subaccount.

    


    3.3
      Change in Employment Status. Upon submission of an updated Participant Letter
      to
      Participant, the Company shall have the right to terminate an employee's
      participation in the plan at the Company’s discretion. Subaccount balances
      connected with that employee will remain in the Plan and the employee will
      be
      deemed a Participant for purposes of those Subaccounts.

    


    4. DEFERRED
      COMPENSATION SUBACCOUNT

    


    4.1
      Subaccount. The amounts deferred by a Participant under the Plan, and any
      Credits, shall be credited to the Participant's Subaccount to be managed and
      accounted for by the Company. The Subaccount shall be a bookkeeping device
      utilized for the sole purpose of determining the Deferred Compensation payable
      under the Plan and shall not constitute a separate fund of assets. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Exhibit
        10.20

    

     

    4.2
      Earned Interest. Upon the first anniversary of any deferral credited to a
      Participant Subaccount, Earned Interest will begin accruing on the total value
      of the Participant’s Subaccount. The Interest rate shall set quarterly at the
      then prevailing yield payable on 5-year treasury notes plus 1%, such rate to
      be
      determined conclusively by the Chief Financial Officer of VMS and set forth
      by
      him in a certificate filed with the Secretary of the Corporation; provided,
      however, that the rate credited under this plan shall not exceed 7.25%. If
      payment of Deferred Compensation occurs prior to the first anniversary of
      accrual of any sums payable to the Participant as Deferred Compensation no
      Earned Interest shall be payable under this section, and all calculations of
      Earned Interest shall not take into account any period of Deferred Compensation
      accrual prior to the first anniversary of accrual of sums payable to
      Participants as Deferred Compensation 

    


    4.3
      Timing of Credits; Withholding. A Participant's Deferred Compensation shall
      be
      credited to that Participant’s Subaccount at the time it would have been
      normally payable to the Participant.

    


    4.5
      Vesting of Accounts. Each Participant shall be one hundred percent (100%) vested
      at all times in the amounts credited to such Participant's Subaccount and
      Interest thereon.

    


    4.6
      Statement of Accounts. The Committee shall give to each Participant a statement
      showing the balances in the Participant's Subaccount on a quarterly basis and
      at
      such other times as may be determined by the Committee.

    


    5. CONTRIBUTION
      TO PLAN ACCOUNT

    


    5.1
      Upon
      the closing of any quarter of the Company’s fiscal year with a positive EBITDA
      before Plan funding, greater than the difference between the total value of
      all
      Deferred Compensation owed to Participants (as indicated by the sum of the
      value
      of all Participant Subaccounts including all relevant accrued Earned Interest)
      and the then current balance of the Plan Account, the difference between the
      total value of Deferred Compensation and the then current balance of the Plan
      Account will be deposited into the Plan Account for distribution to Participants
      by the Company in accordance with Section 6 of this Plan.

    


    5.2
      Upon
      the closing of any quarter of the company’s fiscal year with a positive EBITDA
      before Plan funding, less than the difference between the total value of all
      Deferred Compensation owed to Participants, (as indicated by the sum of the
      value of all Participant Subaccounts including all relevant accrued Earned
      Interest) and the then current balance of the Plan Account, the entirety of
      that
      EBITDA before Plan funding shall be deposited into the Plan Account for
      distribution in accordance with Section 6 of this plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.20

    

     

    5.3
      The
      Plan Account may be funded from time to time at the discretion of Company with
      the approval a Majority of the Committee. 

     

    6. DISTRIBUTION,
      FORFEITURE

    


    6.1.
      Values held in the Plan Account shall be distributed to Participants as
      follows:

    


    6.1.1
      Upon the final closing of any one quarter of the Company’s fiscal year, where
      the company has a positive EBITDA, the entire value of the Plan Account will
      be
      distributed to all active Participants pro rata, according to the then current
      ratio of the value of each active Participant’s Subaccount to the sum of the
      value of all Participant Subaccounts. Following such payment each Participant
      Subaccount shall be debited in an amount equal to the value of the payment
      made
      to the respective Participant.

    


    6.1.2
      Upon the death of any active Participant, the total value of the Participant
      Subaccount will be distributed to the Executor of the Participant’s Will or the
      Administrator of the Participant’s Estate upon submission to the Company of
      proper proof of said individual’s status pursuant to the direction of a Court of
      competent jurisdiction. This distribution will come from the Company’s general
      account. The Participant Subaccount of the deceased Participant will be debited
      to zero and closed upon distribution.

    


    6.1.3
      Upon the permanent disability of an active Participant (as defined in the
      Company’s Long Term Disability Plan), the total value of the Participant
      Subaccount will be distributed to the Participant upon the closing of the
      Company’s next fiscal quarter. This distribution will come from the Company’s
      general account before any calculation of EBITDA before Plan funding for the
      purposes of section 5 of this Plan. The participant Subaccount of the disabled
      Participant will be debited to zero and closed upon distribution.

    


    6.1.4
      Upon the termination of Participant’s employment or membership on the Board of
      Directors by VMS, or both in the cases of Participants who are both employees
      and board members, the total value of the Participant Subaccount will be
      distributed to the Participant immediately. This distribution will come from
      the
      Company’s general account. The Participant Subaccount of the terminated
      Participant will be debited to zero and closed upon distribution.

    


    6.1.5
      Upon the acquiring of a majority of the shares of VMS common stock, or
      substantially all the assets of VMS, by any person, real or otherwise, or any
      group of affiliated persons, real or otherwise, the full value of the Plan
      Account will be paid into the Company’s general account, and the full value of
      all Participant Subaccounts will immediately be distributed to Participants
      by
      the Company from its general account. This Plan will terminate, and the Plan
      account and all Subaccounts will be closed. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.20

       

    

    6.2
      Upon
      voluntary termination (including retirement) of Participant’s employment or
      membership on the Board of Directors of the Company, or both in the cases of
      Participants who are both employees and board members, the total value of the
      Participant Subaccount will be debited to zero and closed. No funds will be
      distributed. 

     

    7. ADMINISTRATION

    


    7.1
      Committee; Duties. This Plan shall be administered by the Committee which shall
      be comprised of outside directors serving on the Board's Compensation Committee
      or a committee of at least two members composed of non-Participants, designated
      by the Board's Compensation Committee. The Committee shall have the authority
      to
      make, amend, interpret and enforce all appropriate rules and regulations for
      the
      administration of the Plan and decide or resolve any and all questions,
      including interpretations of the Plan, as may arise in such administration.
      A
      majority vote of the Committee members shall control any decision. Members
      of
      the Committee may be Participants under this Plan.

    


    7.2
      Agents. The Committee may, from time to time, employ agents and delegate to
      them
      such administrative duties as it sees fit, and may from time to time consult
      with counsel who may be counsel to the Company.

    


    7.3
      Binding Effect of Decisions. The decision or action of the Committee with
      respect to any question arising out of or in connection with the administration,
      interpretation and application of the Plan and the rules and regulations
      promulgated hereunder shall be final, conclusive and binding upon all persons
      having any interest in the Plan.

    


    7.4
      Indemnity of Committee. The Company shall indemnify and hold harmless the
      members of the Committee to the fullest extent authorized by law.

    


    8.
      AMENDMENT AND TERMINATION OF PLAN

    


    8.1
      Amendment. The Committee may at any time amend the Plan by written instrument,
      except that no amendment shall reduce the amount of any Subaccount.

     

    8.2
      Company's Right to Terminate. The Committee may at any time partially or
      completely terminate the Plan if, in its judgment, the tax, accounting, or
      other
      effects of the continuance of the Plan, or potential payments thereunder would
      not be in the best interest of the Company.

    


    8.2.1
      Partial Termination. The Committee may partially terminate the Plan by
      instructing the Company not to accept any additional Participants, and ceasing
      to withhold portions of Compensation normally payable to Participants. If such
      a
      partial termination occurs, the Plan shall continue to operate and be effective
      with regard to funding and distribution provisions of the Plan in effect prior
      to the effective date of such partial termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.20

    

     

    8.2.2
      Complete Termination. The Committee may completely terminate the Plan by
      instructing the Company not to accept any additional Participants, paying all
      Participants the full value of their respective Subaccount, and ceasing to
      withhold portions of Compensation normally payable to Participants.

     

    10. MISCELLANEOUS

    


    10.1
      Unsecured General Creditor. Participants and their heirs and sucessors shall
      have no secured legal or equitable rights, interest or claims in any property
      or
      assets of the Employer, any and all of the Company's assets shall be, and
      remain, the general, unpledged, unrestricted assets of the Company. The
      Employer's obligation under the Plan shall be that of an unfunded and unsecured
      promise to pay money in the future.

    


    10.2
      Nonassignability. Neither a Participant nor any other person shall have any
      right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
      otherwise encumber, transfer, hypothecate or convey in advance of actual receipt
      the amounts, if any, payable hereunder, or any part thereof, which are, and
      all
      rights to which are, expressly declared to be unassignable and nontransferable.
      No part of the amounts payable shall, prior to actual payment, be subject to
      seizure or sequestration for the payment of any debts, judgments, alimony or
      separate maintenance owed by a Participant or any other person, nor be
      transferable by operation of law in the event of a Participant's or any other
      person's bankruptcy or insolvency.

    


    10.3
      Not
      a Contract of Employment. This Plan shall not constitute a contract of
      employment between the Company and the Participant. Nothing in this Plan shall
      give a Participant the right to be retained in the service of the Company or
      to
      interfere with the right of the Company to discipline or discharge a Participant
      at any time.

    


    10.4
      Protective Provisions. A Participant will cooperate with the Company by
      furnishing any and all information requested by the Company as the Company
      may
      reasonably require.

    


    10.5
      Governing Law. The provisions of this Plan shall be construed and interpreted
      according to the laws of the State of New Jersey, except as preempted by federal
      law.

    


    10.6
      Validity. In case any provision of this Plan shall be held illegal or invalid
      for any reason, said illegality or invalidity shall not affect the remaining
      parts hereof, but this Plan shall be construed and enforced as if such illegal
      and invalid provision had never been inserted herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.20

    

     

    10.7
      Notice. Any notice required or permitted under the Plan shall be sufficient
      if
      in writing and hand delivered or sent by registered or certified mail. Such
      notice shall be deemed as given as of the date of delivery or, if delivery
      is
      made by mail, as of the date shown on the postmark on the receipt for
      registration or certification. Mailed notice to the Committee shall be directed
      to the Company's address. Mailed notice to a Participant shall be directed
      to
      the individual's last known address in the Company's records.