Exhibit
      10.19

    


    VISUAL
      MANAGEMENT SYSTEMS

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    This
      Employment Agreement (the “Agreement”) is entered into as of this ___ day of
      May, 2008, by and between VISUAL
      MANAGEMENT SYSTEMS, INC.,
      a
      Nevada corporation which maintains its principal executive offices at 1000
      Industrial Way North, Suite C, Toms River, New Jersey 08755 (the “Company”), and
J.D.
      Gardner
      (the
“Executive”), an individual residing at 109
      Beagle Dr. Manalapan, NJ 07726.
      Company
      and Executive are collectively referred to herein as the “Parties” and
      individually as a “Party”.

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Company is engaged in providing a mix of products and services consisting
      primarily of, but not limited to, the sales, installation, manufacturing,
      assembly, and design consultation of Closed Circuit Television (“CCTV”) systems
      with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance
      Cameras (“CCD Cameras” or “cameras”) to Small-Medium Business Enterprises
      (“SMEs”), Government, Municipal, not-for-profit organizations, and other
      commercial enterprises, organizations, associations or businesses (collectively
      “the customers”) primarily located in, but not limited to the continental United
      States Markets and environments; and

    


    WHEREAS,
      the
      Executive has current experience in accounting, finance, and compliance with
      Securities and Exchange Commission (“SEC”) regulation pertaining to the
      reporting of publicly held companies. Executive is capable of having
      responsibility for all financial and fiscal management aspects of company
      operations and is prepared to provide leadership and coordination in the
      administrative, business planning, accounting and budgeting efforts of the
      company.

    


    WHEREAS,
      the
      Company desires to provide for the employment of the Executive as Chief
      Financial Officer pursuant
      to the terms and conditions of this Agreement since the Company believes that
      the Executive’s business experience, skill, and expertise will enhance the
      business and improve the profitability of the Company; and

    


    WHEREAS,
      the
      Company’s Board of Directors (“Board”) has determined that it is in the best
      interest of the Company to provide for the employment of the Executive as
Chief
      Financial Officer and
      believes that this Agreement will reinforce and encourage the attention and
      dedication of the Executive to the Company as a key member of the Company’s
      management team; and

    


    WHEREAS,
      the
      Executive is willing to commit himself to faithfully and exclusively serve
      the
      Company on the terms and conditions provided herein;

    


    NOW,
      THEREFORE,
      in
      consideration of the representations, covenants, and agreements contained
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, and intending to be legally bound
      hereby, the Parties hereto agree as follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.19


    ARTICLE
      I

    DEFINITIONS

    


    As
      used
      in this Agreement, the following terms shall have the following meanings unless
      the context specifically requires otherwise:

    


    1.01 “Cause”
      shall
      mean any of the following:

    


    (a) With
      respect to the Company’s termination of the Executive:

    


    (1) the
      final
      unappealable conviction of the Executive of a felony under any state or federal
      law, or the entry of a plea of guilty or no contest by the Executive with
      respect thereto;

    


    (2) any
      failure or refusal by the Executive to fulfill, in any material respect, his
      duties and responsibilities (other than by reason of death or Disability, as
      defined below) as set forth in Section 2.02 of this Agreement for a period
      of
      sixty (60) days after receipt of written notice of such failure or refusal
      from
      the Company to the Executive; provided, however, that such notice shall contain
      a detailed description of the particular conduct or omission of the Executive
      that the Company alleges constitutes such failure or refusal, together with
      a
      detailed description of the particular conduct or omission which the Company
      directs the Executive to undertake in order to cure such failure or refusal;
      however, failure to achieve performance goals or earnings targets or any act
      or
      failure or refusal to act on the Executive’s part shall not be a reason for
      termination for Cause if the act done or omitted to be done was pursuant to
      any
      express policy of the Company, or pursuant to the express direction of the
      Board, or pursuant to a good faith and reasonable business decision by the
      Executive in the performance of his duties under this Agreement.

    


    (3) any
      failure or refusal of the Executive to adhere to any established lawful policy
      of the Company for a period of thirty (30) days after receipt of written notice
      of such failure or refusal from the Company to the Executive; provided, however,
      that such notice shall contain a detailed description of the particular conduct
      or omission of the Executive that the Company alleges constitutes such failure
      or refusal, together with a detailed description of the particular conduct
      or
      omission which the Company directs the Executive to undertake in order to cure
      such failure or refusal; however, no act or failure or refusal to act on the
      Executive’s part shall be a reason for termination for Cause under if the act
      done or omitted to be done was pursuant to any express policy of the Company,
      or
      pursuant to the express direction of the Board, or pursuant to a good faith
      and
      reasonable business decision by the Executive in the performance of his duties
      under this Agreement.

    


    (4) the
      final
      unappealable conviction or civil judgment against the Executive for any fraud,
      embezzlement, misappropriation of funds, breach of fiduciary duty or other
      act
      of dishonesty against the Company; or

    


    (5) any
      final
      unappealable determination by a court of competent jurisdiction of material
      breach by the Executive of his obligations under Article IV of this
      Agreement.

    


    (b) With
      respect to the Executive’s right to terminate this Agreement:

    


    (1) the
      Company or the Board fails to re-elect the Executive, without Executive’s prior
      consent in any or each instance, as Chief Financial Officer during the term
      of
      this Agreement;

    


    (2) the
      Company or its Board of Directors, without Executive’s prior consent, Demotes
      the Executive in any or each instance as Chief Financial Officer;

     

    
      
        
        

      

      
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    Exhibit
      10.19


    (3) the
      Company breaches any material covenant under this Agreement and such breach
      is
      not cured within sixty (60) days of receipt of Executive’s written notice of
      such breach;

    


    (4) this
      Agreement is assigned or delegated by the Company to any other person or entity
      without Executive’s prior consent or the Company is acquired or merged with any
      other entity; or

    


    (5) a
      change
      of the principal place of performance (as set forth in Section 2.02(c) below)
      of
      more than 30 miles without Executive’s consent.

    


    1.02 “Business”
      shall
      mean (a) the Company’s present business which consists of providing a mix of
      products and services consisting primarily of, but not limited to, the sales,
      installation, manufacturing, assembly, and design consultation of Closed Circuit
      Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged
      Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) its
      customers.

    


    1.03 “Competing
      Business”
      shall
      mean any business providing the same or similar mix of products, processes
      or
      services within the Territory.

    


    1.04 “Confidential
      Information”
      shall
      have a meaning as set forth in Section 4.02 of this Agreement.

    


    1.05 “Demote/Demotion”
      shall
      mean a material change in the nature or scope of the authorities, powers,
      functions or duties of the Executive, whether associated with the title of
      Chief
      Financial Officer or another title.

    


    1.06 “Disability”
      shall
      mean the Executive’s inability to perform his duties, obligations and
      responsibilities under this Agreement by reason of any medically determinable
      physical or mental impairment which can be expected to result in death or which
      has lasted or can be expected to last for a continuous period of not less than
      twelve (12) months.

    


    1.07 “Intellectual
      Property”
      shall
      have a meaning as set forth in Section 4.03 of this Agreement.

    


    1.08 “Severance
      Benefits”
      shall
      have a meaning as set forth in Section 5.02(b) of this Agreement.

    


    1.09 “Severance
      Compensation”
      shall
      have a meaning as set forth in Section 5.02(a) of this Agreement.

    


    1.10 “Territory”
      shall
      mean Tier I/Tier II United States Markets and environments in which the Company
      conducts business, or actively prepares to conduct business at any time during
      the covenant period provided in Article IV of this Agreement.

    


    1.11 “Tier
      I United States Markets”
      shall
      mean the top twenty (20) Metropolitan Statistical Areas by business population
      density and growth.

    


    1.12 “Tier
      II United States Markets”
      shall
      mean the second twenty (20) Metropolitan Statistical Areas by business
      population density and growth.

    


    1.13 “The
      Customers”
      shall
      mean Small-Medium Business Enterprises (“SMEs”), Government, Municipal,
      not-for-profit organizations, and other commercial enterprises, organizations,
      associations or businesses that the Company provides business or business
      services to.


    
      
        
        

      

      
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    Exhibit
      10.19


    ARTICLE
      II

    EMPLOYMENT

    


    Section
      2.01 Term. The
      term
      of the Executive’s employment shall be for a period of two (2) years commencing
      on the date of this Agreement, unless earlier terminated pursuant to Section
      5.01 hereof. This Agreement shall automatically renew for successive periods
      of
      one (1) year thereafter unless either Party gives written notice of its intent
      not to renew at least sixty (60) days prior to the expiration of any
      term.

    


    Section
      2.02 Powers,
      Duties and Responsibilities.

    


    (a) For
      the
      term of this Agreement, the Company hereby employs the Executive, and the
      Executive hereby accepts employment with the Company, to render exclusive
      service as Chief
      Financial Officer,
      with
      such powers, duties, and responsibilities consistent with the position of
Chief
      Financial Officer as
      provided for in the Company’s By-laws and as otherwise the Board may determine
      from time to time. The Executive agrees to devote his full working time to
      the
      Company and to diligently perform all duties to the best of his ability,
      pursuant to the policies and regulations of the Company, and shall use his
      best
      efforts to promote the success of the present and future businesses of the
      Company. The Executive shall report directly to the Company’s Chief Executive
      Officer.

    


    (b) During
      the term of this Agreement, except for his participation and interest in the
      entities listed on Schedule “A” attached hereto, the Executive shall not,
      directly or indirectly, alone or as a member of any partnership or joint
      venture, or as an Executive, officer or director of, or a consultant to, any
      other corporation or business organization, be engaged in any other business
      activity or occupation, whether or not such other business activity is pursued
      for gain, profit or pecuniary advantage, unless approved by the Board. The
      Executive agrees that he will not be involved in any activity outside of the
      business of the Company that would interfere with the performance of his duties
      hereunder or any activity that would be inimical to or contrary to the best
      interests of the Company. Further, the Executive shall, as an investor, have
      the
      right to acquire, sell or hold the stock or other investment securities of
      (a)
      any business entity, other than the Company, that is registered on a national
      securities exchange or regularly traded on a generally recognized
      over-the-counter market, so long as the Executive’s beneficial interest in any
      such business entity does not exceed five percent (5%) of the ownership of
      that
      business entity, and (b) the entities listed on the attached Schedule “A.”


    


    (c) Executive’s
      principal place of performance shall be in Toms River, New Jersey. Executive
      shall be required at times to reasonably travel as part of his duties
      hereunder.


    
      
        
        

      

      
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    Exhibit
      10.19


    ARTICLE
      III

    COMPENSATION
      AND BENEFITS

     

    Section
      3.01 Base
      Salary. The
      Executive will receive a base salary from the Company as set forth in Schedule
      “B” attached to this Agreement, for his services under this Agreement, payable
      in accordance with the Company’s payroll activities. 

    


    Section
      3.02 Bonus
      Compensation. The
      Executive shall be eligible to receive an annual incentive bonus comprised
      of
      cash, stock and/or stock options in an amount as determined by the Board in
      its
      sole and absolute discretion.

    


    Section
      3.03 Public
      Reporting Compliances Bonuses.
      The
      Executive shall receive bonuses from the Company as set forth in Schedule “B”
attached to this Agreement. The Executive’s salary may be increased otherwise
      during the term of this Agreement by the Board or the Compensation Committee
      of
      the Board, if any, in its sole and absolute discretion.

    


    Section
      3.04 Benefits.
      The
      Executive will, at all times during his employment with the Company, be entitled
      to participate in all benefits maintained by the Company for senior level
      executives of the Company, including, but not limited to, participation in
      the
      Company’s Equity Incentive Plan (a copy of which has been furnished to the
      Executive), as determined by the Company’s Board. Except as provided herein or
      required by the terms of a Company sponsored benefit plan, nothing paid to
      the
      Executive under any such plan or arrangement presently in effect or made
      available in the future shall be deemed to be in lieu of the Executive’s salary
      and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this
      Agreement.

    


    Section
      3.05 Additional
      Insurance.
      The
      Executive will, be provided with additional insurance policies as set forth
      in
      Schedule “B” attached to this Agreement. Any costs incurred by the company to
      obtain such coverage on behalf of the Executive shall not be deemed to be in
      lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01,
      3.02, 3.03 and 3.04 of this Agreement

    


    Section
      3.06 Vacation.
      The
      Executive shall be entitled to twenty (20) workdays of vacation with pay during
      each twelve-month period of employment under this Agreement. The Executive
      shall
      be entitled to carry forward up to twenty (20) unused vacation days from one
      twelve-month period for use during the immediately succeeding twelve-month
      period in addition to the twenty (20) vacation days provided for such period
      pursuant to the preceding sentence. The Executive shall not be entitled to
      receive any compensation in lieu of such vacation days, whether or not used
      during the applicable periods.

    


    Section
      3.07 Holidays. The
      Executive shall be entitled to all paid holidays given by the Company to its
      Executives.

    


    Section
      3.08 Professional
      Enrichment.
      The
      Executive shall be granted up to fifteen (15) days during each twelve-month
      period of employment under this Agreement for the purpose of professional
      enrichment. Such shall include attendance as a guest and speaker at seminars
      and
      symposiums, and providing consulting and advice to private entities not in
      competition with the Company. The Executive shall provide the Company reasonable
      notice prior to the Executive’s utilization of a professional enrichment day.
      Executive shall be responsible for any expenses related to his professional
      enrichment activities, excluding professional enrichment activities with respect
      to Company related training or education. The Executive shall not be entitled
      to
      receive any compensation in lieu of such days, whether or not used during the
      applicable period. The Executive shall not be entitled to carryover any
      professional enrichment days from year to year. Upon the Board’s reasonable
      request, Executive shall provide the Board proof of any attendance at
      professional enrichment activities or functions.

     

    
      
        
        

      

      
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    Exhibit
      10.19


    Section
      3.09 Perquisites.

    


    (a) Automobile
      Expenses.
      During
      the term of this Agreement, the Executive will be entitled to and the Company
      shall provide a monthly automobile allowance of Six Hundred Dollars
      ($600.00) to be applied towards the purchase or lease of an automobile suitable
      to the Executive’s position with the Company. The Executive shall be responsible
      for all expenses related to fuel, oil, tolls, maintenance and repairs for any
      such automobile.

    


    (b) Computer
      Allowance.
      During
      the term of this Agreement, the Executive will be entitled to be provided,
      at
      the Company’s expense, a laptop computer of his choice which is suitable to the
      Executive’s position and consistent with the forward thinking attitude of the
      company. Upon any upgrade or replacement of any computer, Executive shall return
      to the Company the computer previously purchased with the allowance. Upon
      termination of the Executive, all computers purchased with the allowance shall
      be returned to the Company.

    


    (c) Other.
      The
      Executive shall be entitled to receive any perquisites available, or hereafter
      made available, to senior level executives of the Company.

    


    ARTICLE
      IV

    NON-COMPETITION,
      NON-DISCLOSURE AND NON-SOLICITATION

    


    Section
      4.01 Scope
      and Reasonableness.
      The
      Executive acknowledges that the Company has a present and future expectation
      of
      conducting operations and generating revenues and that, in his capacity with
      the
      Company, the Executive will have important duties and responsibilities with
      respect to the Business. The Executive is being employed hereunder in a key
      capacity with the Company, that the Company is engaged in a highly competitive
      business, and that the success of the Company’s business in the marketplace
      depends upon its goodwill and reputation for quality and dependability. The
      Executive further agrees that reasonable limits may be placed on his ability
      to
      compete against the Company as provided herein so as to protect and preserve
      the
      legitimate business interests and goodwill of the Company.


    
      
        
        

      

      
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    Exhibit
      10.19


    Section
      4.02 Confidentiality
      and Trade Secrets.

    


    (a) The
      Executive acknowledges and agrees that his position as an employee of the
      Company will afford him a unique opportunity to acquire confidential information
      concerning the Company and that the misappropriation or disclosure of such
      confidential information would cause irreparable harm to the Company. The
      Executive recognizes and agrees that he will have access to certain confidential
      information of the Company that is not generally available to the public and
      that such information constitutes valuable, special and unique property of
      the
      Company. The Executive acknowledges that such confidential information includes
      information concerning the Business and the Company including, without
      limitation, financial information concerning the Business or the Company, the
      names and addresses of actual and potential customers or acquisition or
      investment targets of the Business or the Company, studies of prospective market
      areas for the Business, supply sources, products, technical data, notes,
      diagrams, drawings, flow charts, ideas, techniques, specifications, procedures,
      processes, research, development, and trade secrets of the Business and the
      Company (such information whether related to the Business or the Company being
      referred to collectively as the “Confidential Information”). Confidential
      Information shall not include any information or documents (i) that are or
      become publicly available or otherwise known in the industry without breach
      of
      this Section 4.02; or (ii) that the Executive rightfully receives from any
      third
      party which is not breaching an obligation of confidence with the Company or
      without an accompanying obligation of confidence; or (iii) that were known
      to or
      by the Executive prior to his appointment with the Company without breach of
      this Section 4.02. In the event that the Executive is requested in any court
      or
      governmental proceeding to disclose any Confidential Information, the Executive
      shall give the Company prompt notice of such request such that the Company
      may
      seek a protective order or other appropriate relief and shall cooperate in
      all
      respects with the Company in its efforts in connection therewith.

    


    (b) The
      Executive will keep confidential and will not, during his employment and for
      a
      period of five (5) years after any termination under this Agreement (whether
      by
      expiration or pursuant to Section 5.01 or otherwise), directly or indirectly,
      divulge to anyone, use or otherwise appropriate any of the Confidential
      Information for any reason or purpose whatsoever except to authorize
      representatives of the Company or when, in the good faith belief of the
      Executive, such disclosure is necessary or desirable in the normal course of
      the
      Business in order for the Executive to fulfill his duties and responsibilities
      to the Company as set out in Section 2.02.

    


    (c) The
      Executive acknowledges and agrees that these prohibitions against disclosure
      of
      Confidential Information are in addition to, and not in lieu of, any rights
      or
      remedies which the Company may have available pursuant to the laws of any
      jurisdiction or at common law to prevent the disclosure of trade secrets or
      proprietary information, and the enforcement by the Company of any of their
      rights and remedies pursuant to this Agreement shall not be construed as a
      waiver of any other rights or available remedies which they may possess in
      law
      or equity absent this Agreement.

    


    (d) Upon
      any
      termination of his employment under this Agreement, the Executive shall
      surrender to the Company all documents and materials in his possession, custody
      or control embodying the Confidential Information or any part
      thereof.

    


    Section
      4.03 Proprietary
      Material.

    


    (a) The
      Executive hereby assigns and agrees to assign to the Company all of the
      Executive’s right, title and interest in and to all information, inventions,
      discoveries, products, systems, computer or other apparatus programs and related
      documentation, including improvements or modifications thereto which are
      directly used or could be used in the Business of the Company, (hereinafter
      each
      designated as “Intellectual Property”), whether or not patentable, copyrightable
      or subject to other forms of protection, made, created, developed, written
      or
      conceived by the Executive during the term of Executive’s employment with the
      Company, whether during or outside regular working hours, either solely or
      jointly with another person or entity, in whole or in part. Excepted is any
      material developed in the course of the Executive’s work with the entities
      listed at Schedule A.

     

    
      
        
        

      

      
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    Exhibit
      10.19


    (b) The
      Executive acknowledges that the Intellectual Property constitutes the exclusive
      property of the Company and that any copyrights, patents, trademarks or trade
      secret rights in the Intellectual Property belong to the Company by operation
      of
      law. Such Intellectual Property shall constitute work for hire.

    


    (c) The
      Executive shall, without charge to the Company, but at the Company’s expense,
      execute a specific assignment of title to the Company and do anything else
      reasonably necessary or desirable to enable the Company to secure a patent,
      copyright, trademark, or other form of protection for or otherwise exploit
      any
      Intellectual Property anywhere in the world.

    


    Section
      4.04 Covenant
      Not to Compete.

    


    (a) During
      the period ending on the twelve (12) month anniversary of the Company’s
      termination of the Executive’s employment for Cause or the Executive’s
      termination of the Company without Cause, the Executive will not directly or
      indirectly:

    


    (i) Excepting
      those entities listed at Schedule “A,” engage in, become affiliated with, or
      become interested in any business that is engaged in a Competing Business,
      either alone or with any individual, partnership, corporation, or association
      in
      any capacity. For these purposes, “to engage,” “become affiliated with” or
“become interested in” shall mean either (1) acting in a management or oversight
      capacity as an officer, director, agent, representative, consultant, independent
      contractor or employee of any entity or enterprise which is engaged in a
      Competing Business; (2) participating in any material management or oversight
      role in any such business which is engaged in a Competing Business as an owner,
      partner, limited partner, joint venturer, creditor, or stockholder (except
      as a
      stockholder owning not greater than a five percent (5%) interest in a
      corporation whose shares are actively traded on a national securities exchange
      or in the over-the-counter market); or (3) communicating to any such business,
      which is engaged in a Competing Business, the names or addresses or any other
      information concerning any past, present, or identified prospective client,
      customer, joint venture partner, supplier or acquisition or investment targets
      of the Company, provided that this provision shall not apply to any information
      that is not “Confidential Information,” as such term is defined in Section
      4.02(a) of this Agreement;

    


    (ii) cause,
      induce, or encourage any employee of the Company to leave the employ of the
      Company, or any independent contractor to terminate any independent contractor
      relationship with the Company;

    


    (iii) cause,
      induce, or encourage any former employee of the Company to become employed
      by a
      business which is engaged in a Competing Business; or

    


    (iv) employ
      or
      seek to employ any person who is at that time employed with the
      Company.

    


    (b) If
      the
      covenant not to compete provided for herein is found by any court having
      jurisdiction to be too broad or too restrictive, then the covenant not to
      compete shall nevertheless remain effective, but shall be considered amended
      to
      a point considered by said court as reasonable and, as so amended, shall be
      fully enforceable.

     

    
      
        
        

      

      
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    Exhibit
      10.19


    Section
      4.05 Non-Solicitation
      and Non-Interference.
      During
      the period ending on the twelve (12) month anniversary of the termination of
      the
      Executive’s employment with the Company (whether such termination is by the
      Company or by the Executive), the Executive will not in any way, directly or
      indirectly, for himself or on behalf of or in conjunction with any other person,
      partnership, firm, association, or corporation:

    


    (i) Solicit
      or divert away or attempt to solicit or divert any client or customer served
      or
      solicited by the Company within the six (6) month period prior to the
      Executive’s termination or any potential customer of the Company if such
      potential customer’s business had been actively solicited by the Company within
      the six (6) month period prior to the Executive’s termination;

    


    (ii) Interfere
      with or attempt to interfere with negotiations between the Company and any
      acquisition or investment target of the Company; or

    


    (iii) Solicit
      or attempt to solicit any acquisition or investment target which the Company
      have been in negotiations with during the six (6) month period prior to the
      Executive’s termination with the Company.

    


    Section
      4.06 Remedies.
      The
      Executive acknowledges that any violation of this Article IV will cause
      irreparable harm to the Company and that damages are not an adequate remedy.
      The
      Executive therefore agrees that the Company shall be entitled to seek an
      injunction enjoining, prohibiting and restraining the Executive from the
      continuance of any such violation, in addition to any monetary damages which
      might occur by reason of a violation of this Agreement or any other remedies
      at
      law or in equity, including without limitation specific performance, and that
      in
      any such action the Executive will not raise as a defense the argument that
      an
      adequate remedy for such breach exists at law.

    


    Section
      4.07 Independent.
      The
      covenants set forth in the foregoing Sections of this Article IV are and shall
      be deemed and construed as separate and independent covenants. Should any part
      or provision of such covenants be held invalid, void or unenforceable in any
      court of competent jurisdiction, such invalidity, voidness or unenforceability
      shall not render invalid, void or unenforceable any other part or provision
      thereof. Specifically, and without limiting the generality of the foregoing,
      if
      any portion of Sections 4.01, 4.02, 4.03, 4.04 or 4.05 is found to be invalid
      by
      a court of competent jurisdiction because its duration, the Territory and/or
      the
      Business are invalid or unreasonable in scope, such duration, Territory and/or
      Business, as the case may be, shall be redefined by consideration of the
      reasonable concerns and needs of the Company such that the intent of the Company
      and the Executive, in agreeing to Sections 4.01, 4.02, 4.03, 4.04, 4.05 and
      4.06, will not be impaired and shall be enforceable to the fullest extent of
      the
      applicable laws.

    


    ARTICLE
      V

    TERMINATION

    


    5.01 Termination.
      The
      Executive’s employment by the Company hereunder may be terminated under the
      following conditions:

    


    (a) Death.
      The
      Executive’s employment hereunder shall terminate immediately upon his death,
      without notice. The effective date of any such termination shall be the date
      of
      the Executive’s death. The Company shall pay to the Executive’s designated
      beneficiary, or if he leaves no designated beneficiary to his estate, any salary
      which has been earned but is unpaid and any unreimbursed expenses or other
      unpaid benefits due the Executive hereunder at the time of his death. The
      Company shall also pay Severance Compensation and provide Severance Benefits
      as
      defined in Section 5.02 hereunder for the Executive’s family or designated
      beneficiary.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.19


    (b) Disability.
      In the
      case of Disability of the Executive, the Company may terminate the Executive’s
      employment pursuant to this Agreement by giving written notice to the Executive
      (or his personal or legal representative, as the case may be) specifying such
      Disability. The effective date of any such termination shall be that specified
      in such notice. Upon termination of the Executive for Disability, the Executive
      shall receive the Severance Compensation and shall be entitled to the Severance
      Benefits as defined in Section 5.02 hereunder.

    


    (c) Termination
      for Cause by Company.
      In the
      event the Executive is terminated for Cause as defined in Section 1.01(a)
      herein, the Company may at any time without notice terminate the Executive’s
      employment hereunder, and the Executive shall have no right to receive any
      salary, or benefits of any kind whatsoever, except those benefits which are
      vested or otherwise owned by the Executive, on and after such date of
      termination. The Executive shall not receive any bonus compensation, pursuant
      to
      Section 3.02 of this Agreement, for the year of termination if such termination
      is by the Company for Cause.

    


    (d) Termination
      Without Cause by Company.
      The
      Company may at any time, upon thirty (30) days written notice issued in
      accordance with Section 6.07 hereunder which establishes the date of termination
      of this Agreement, terminate the Executive’s employment under this Agreement
      without Cause. The issuance of a notice of termination is a condition precedent
      to the termination of the employment relationship without Cause by the Company,
      and the Company shall not issue such a notice of termination unless the issuance
      of such notice and the contents of such notice are approved by the affirmative
      vote of a majority of the Company’s Board. Upon termination without cause by the
      Company, the Executive is entitled to receive from the Company any earned but
      unpaid salary as well as receive from the Company any unreimbursed expenses
      or
      other unpaid benefits owed as of the date of termination. Further, in the event
      of a termination without cause by the Company, the Executive is entitled to
      the
      Severance Compensation and Severance Benefits as defined in Section 5.02
      hereunder. During the thirty (30) day notice period, or any such abbreviated
      period, the Executive shall continue to faithfully and diligently perform all
      duties assigned to him by the Board.

    


    (e) Termination
      Without Cause by the Executive.
      The
      Executive may terminate this Agreement without specific Cause or reason upon
      ninety (90) days written notice to the Company. The Company may at any time,
      in
      its sole discretion, shorten or eliminate the ninety (90) day notice period
      by
      written notice to the Executive. The Executive shall receive no further salary,
      other than amounts earned but unpaid, nor benefits of any kind, other than
      amounts to which the Executive is entitled to reimbursement and those benefits
      which are vested or otherwise owned by the Executive, following the ninety
      (90)
      day notice period, or such abbreviated period to the extent it is shortened
      or
      eliminated by the Company as provided above. The Executive shall not be entitled
      to bonus compensation, pursuant to Section 3.02 of this Agreement, for the
      year
      of termination if such termination is by the Executive without Cause. During
      the
      ninety (90) day notice period, or any such abbreviated period, the Executive
      shall continue to faithfully and diligently perform all duties assigned to
      him
      by the Board.

    


    (f) Termination
      for Cause by the Executive.
      The
      Executive may terminate this Agreement upon ninety (90) days written notice
      to
      the Company for Cause. Upon termination at the conclusion of the ninety (90)
      day
      period, the Executive is entitled to receive from the Company any earned but
      unpaid salary and any unreimbursed expenses or other unpaid benefits owed as
      of
      the date of termination. The Company may shorten or eliminate the ninety (90)
      day notice period by providing written notice to the Executive. Further, the
      Executive shall be entitled to the Severance Compensation and Severance Benefits
      as defined in Section 5.02 hereunder. An election by the Executive to terminate
      this Agreement for Cause shall not be deemed a voluntary termination of
      employment by the Executive for the purpose of this Agreement or any plan or
      practice of the Company.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.19


    Section
      5.02 Severance
      Compensation and Severance Benefits.

    


    (a) Pursuant
      to this Agreement, “Severance Compensation” shall mean, within ten (10) calendar
      days of the date of termination (the Executive’s last day of employment with the
      Company):

    


    
      	 	
              (i)

            	
              in
                the first year this Agreement is in
                effect:

            


    

    
      	 	
              a.

            	
              a
                single cash payment in an amount equal to $25,000;
                and

            


    

    
      	 	
              b.

            	
              payment
                for accrued and unused vacation for the year of termination;
                and

            


    

    
      	 	
              c.

            	
              payment
                of the Executive’s prorated bonus compensation, if any, pursuant to
                Section 3.02 of this Agreement, for the year of termination in accordance
                with the ordinary payment
                procedures.

            


    

    
      	 	
              (ii)

            	
              In
                the second year this Agreement is in
                effect:

            


    

    
      	 	
              a.

            	
              a
                single cash payment in an amount equal to $50,000;
                and

            


    

    
      	 	
              b.

            	
              payment
                for accrued and unused vacation for the year of termination;
                and

            


    

    
      	 	
              c.

            	
              payment
                of the Executive’s prorated bonus compensation, if any, pursuant to
                Section 3.02 of this Agreement, for the year of termination in accordance
                with the ordinary payment
                procedures.

            


    

    
      	 	
              (iii)

            	
              In
                any subsequent year beyond the second in which this Agreement is
                in
                effect

            


    

    
      	 	
              a.

            	
              a
                single cash payment in an amount equal to 50% of the Executive’s
                annualized base compensation for the year;
                and

            


    

    
      	 	
              b.

            	
              payment
                for accrued and unused vacation for the year of termination;
                and

            


    

    
      	 	
              c.

            	
              payment
                of the Executive’s prorated bonus compensation, if any, pursuant to
                Section 3.02 of this Agreement, for the year of termination in accordance
                with the ordinary payment
                procedures.

            


    

    


    (b) Pursuant
      to this Agreement, “Severance Benefits” shall mean:

    


    (i) to
      the
      extent that the Executive is insurable, the Company shall reimburse the
      Executive the cost of COBRA benefits, including dental but, other than long
      term
      disability coverage, for the Executive and his family for a period of eighteen
      (18) months following the date of termination, subject to any limitation on
      the
      provision of such benefits established by then existing law; provided, however,
      that if the Company is not able to provide coverage under COBRA for any reason,
      including, without limitation, that the Executive is deemed uninsurable, the
      Company shall make a lump sum cash payment to the Executive in an amount equal
      to the Company’s cost for such COBRA benefits over such eighteen (18) month
      period if such benefits had been available for the Executive and his
      family.

    


    (ii)
      The
      Company shall pay the premiums for Executive’s group life insurance policy for a
      period of eighteen (18) months following the date of termination to the extent
      and as permitted under the terms of such policies; provided, however, that
      if
      Company is not able to offer such coverage for any reason, including, without
      limitation, that the Executive is deemed uninsurable, the Company shall make
      a
      lump sum cash payment to the Executive in an amount equal to the premium
      payments that would have otherwise been payable under such policies for
      Executive for such eighteen (18) month period;

    


    (iii)
      Executive shall have the right to convert any other Company sponsored benefit
      plan to the extent provided for by the terms of such plan, but the Company
      shall
      have no obligation to make payments in connection with any such conversion.
      

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.19


    ARTICLE
      VI

    MISCELLANEOUS

    


    6.01 Governing
      Law.
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of New Jersey.

    


    6.02 Entire
      Agreement. This
      Agreement contains the entire agreement between the Parties with respect to
      the
      Executive’s employment with the Company and supercedes all prior and
      contemporaneous, written, oral, express and implied communications, agreements,
      and understandings between the Parties relating to the same subject matter,
      including any prior employment agreement between the Executive and Company
      or
      any of its affiliates or subsidiaries. In the event that any term, or condition
      or provision of this Agreement varies from, or is in any way dissimilar to
      or a
      conflict with, any term, condition or provision of any of the Company’s benefit
      plans or any other agreement between the Parties, the terms, conditions and
      provisions of this Agreement will control.

    


    6.03 Amendments.
      This
      Agreement cannot be amended, changed, or supplemented except in writing signed
      by the parties or their duly authorized agents or attorneys in
      fact.

    


    6.04 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective heirs, executors, administrators, successors, and permitted
      assigns.

    


    6.05 Assignment.
      This
      Agreement is nonassignable except that the Company’s rights, duties, and
      obligations under this Agreement may be assigned and delegated to any subsidiary
      or affiliate of the Company or to the acquiror of the Company in the event
      the
      Company is merged, acquired, sells substantially all of its interest in its
      assets or the Business or transfers its interest in the Business to any other
      entity.

    


    6.06 Severability. If
      any
      one or more of the provisions of this Agreement shall be determined to be
      invalid, illegal, or unenforceable in any respect for any reason, the validity,
      legality, and enforceability of any such provision in every other respect and
      the remaining provisions of this Agreement shall not in any way be
      impaired.

    


    6.07 Notices.
      All
      notices, requests, demands, and other communications under or in connection
      with
      this Agreement shall be in writing, shall be sent by registered or certified
      mail return receipt requested, and shall be deemed to have been given or made
      when received at the following offices:

    


    
      	
              If
                to the Company:

            	
              VISUAL
                MANAGEMENT SYSTEMS HOLDING, Inc.

            
	 	
              1000
                Industrial Way North, Unit C

            
	 	
              Toms
                River, NJ 08755; and

            
	 	 
	 	
              Philip
                D. Forlenza, Esq.

            
	 	
              Giordano,
                Halleran & Ciesla, P.C.

            
	 	
              125
                Half Mile Road, P.O. Box 190

            
	 	
              Middletown,
                New Jersey 07748

            
	 	 
	
              If
                to the Executive:

            	
              J.D.
                Gardner

            
	 	
              109
                Beagle Dr. 

            
	 	
              Manalapan,
                NJ 07726 

            


    

    


    The
      above
      addresses may be changed by written notice given as above provided.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.19


    6.08 Consent
      to Jurisdiction.
      The
      Company and the Executive, by its or his execution hereof, (i) hereby
      irrevocably submits to the exclusive jurisdiction of the state and Federal
      courts located within the State of New Jersey for the purpose of any claim
      or
      action arising out of or based upon this Agreement or relating to the subject
      matter hereof, (ii) hereby waives, to the extent not prohibited by applicable
      law, and agrees not to assert by way of motion, as a defense or otherwise,
      in
      any such claim or action, any claim that is not subject personally to the
      jurisdiction of the above-named courts, that its or his property is exempt
      or
      immune from attachment or execution, that any such proceeding brought in the
      above-named court is improper, or that this Agreement or the subject matter
      hereof may not be enforced in or by such court, and (iii) hereby agrees not
      to
      commence any claim or action arising out of or based upon this Agreement or
      relating to the subject matter hereof other than before the above-named courts
      nor to make any motion or take any other action seeking or intending to cause
      the transfer or removal of any such claim or action to any court other than
      the
      above-named courts whether on the grounds of inconvenient forum or otherwise.
      Each of the Company and the Executive hereby consents to service of process
      in
      any such proceeding in any manner permitted by New Jersey law, and agrees that
      service of process by registered or certified mail, return receipt requested,
      at
      its address specified pursuant to Section 6.07 hereof is reasonably calculated
      to give actual notice.

    


    6.09 Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which will take
      effect as an original and all of which will evidence one and the same
      agreement.

    


    6.10 Pronouns. All
      pronouns used herein shall be deemed to refer to the masculine, feminine, or
      neuter gender as the context requires.

    


    {signature
      page follows}



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.19



    IN
      WITNESS WHEREOF the parties have executed this Agreement as an instrument under
      SEAL as of the date first appearing above.

     

    
      	
              ATTEST:

            	 	
              VISUAL
                MANAGEMENT SYSTEMS, INC.

            
	 	 	 
	
               

            	 	
              By:

            	 
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            
	 	 	 
	
              WITNESS:

            	 	 
	 	 	 
	
               

            	 	
               

            
	 	 	
              J.D.
                GARDNER

            


    

    


    {Signature
      Page for Executive Employment Agreement}



    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.19


    SCHEDULE
      A: LIST OF ENTITIES IN WHICH EXECUTIVE PARTICIPATES

    


    
      	
              Entity

            	 	
              Executive’s Capacity with Entity

            	 	
              Description of Services

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.19


    SCHEDULE
      B: BASE SALARY AND SALARY INCREASES

    


    1. J.D.
      Gardner (“Executive”) shall receive a base annual salary of One Hundred
      Fifty-Six Thousand Dollars ($156,000), payable in equal bi-weekly
      installments.

    


    2. During
      the period of his employment as Chief Financial Officer, Executive shall receive
      timeliness bonuses for each of the three quarterly reports on Form 10-Q or
      its
      equivalent filed by the Company with the SEC. In the case of reports on Form
      10-Q filed on time without extension the Executive shall receive $5,000.00.
      The
      Executive shall also receive timeliness bonuses for each Annual Report on Form
      10-K or its equivalent filed by the Company with the SEC. In the case of reports
      on Form 10-K filed on time without extension, the executive shall receive
      $5,000.00. In the case of reports filed on time within any extension period
      granted to the Company via filing of Form 12B-25 or its equivalent with the
      SEC,
      the executive shall receive $3,000.00. The executive may only receive one bonus
      per SEC filing. All bonuses for timely SEC filing will be paid to the Executive
      in full as part of the Executive’s next regular salary payment.

     

    3. The
      Executive shall be named in the Company’s Directors and Officers Insurance
      Policy at no cost to the Executive for an amount of coverage deemed appropriate
      by the Board and any relevant regulatory agencies, authorities, or generally
      accepted policies for such coverage. 

    


    4. The
      Executive’s salary may be increased otherwise during the term of this Agreement
      by the Board or the Compensation Committee of the Board, if any, in its sole
      and
      absolute discretion pursuant to Section 3.02 of this Agreement. Executive’s
      salary shall be reviewed by the Company’s Chief Executive Officer and the
      Compensation Committee of the Board during January 2009.

    


    5. The
      Executive may be granted bonuses of cash or equity instrument at any time during
      the term of this Agreement by the Board or the Compensation Committee of the
      Board, at their sole and absolute discretion pursuant to Section 3.02 of this
      Agreement


    
      
        
        

      

      
        16