exv10w11



 




Exhibit
10.11






May 20, 2005



Barry Sullivan



RE: —
Chief Financial Officer — Corporate Secretary



Dear Barry,



We are pleased to make the following offer to you regarding future employment at ProLink Solutions
LLC.




	 	 	 
	Position:

	 	Chief Financial Officer — Corporate Secretary
	 
	 	 
	Reports To:

	 	CEO
	 
	 	 
	Start Date:

	 	No Later than June 22, 2005





With an agreed upon pre start date transition plan

To be submitted by Candidate and agreed upon before May 25, 2005




	 	 	 
	Responsibilities:

	 	POSITION OVERVIEW:





Responsible for the overall financial strategy for the organization. Develop plans and coordinates
company-wide financial strategies to meet business objectives and achieve maximum results.
Continually evaluates the timely adjustment of tactics and plans to meet changing market and
competitive conditions. Direct and coordinate the efforts of executive level personnel toward the
accomplishment of corporate objectives.




SCOPE & RESPONSIBILITIES:





	 	•	 	Design financial and budgeting strategy to support operations and in preparation for
the IPO
	 
	 	•	 	Establish practices and procedures for control and compliance functions
	 
	 	•	 	Evaluate and implement financing alternatives




 









 






	 	•	 	Plan the company’s capital structure, including cash and risk management
	 
	 	•	 	Provide centralized administrative oversight of financial operations and human
resources
	 
	 	•	 	Oversee audit process
	 
	 	•	 	Create financial reports, external and internal, including tax reports
	 
	 	•	 	Establish strategic partnerships and alliances to support company goals
	 
	 	•	 	Communicate with Investors, Wall Street and the Financial Analyst community
	 
	 	•	 	Direct and implement investor relations strategies
	 
	 	•	 	Assist in developing IPO strategy and implement related plan
	 
	 	•	 	Participate in review and appraisal of potential acquisitions and divestments
	 
	 	•	 	Acquire and manage staff support necessary to fulfill duties





Execute International currency exchanges and Letter of credit function




Direct responsibility for contracts, lease documents, litigation, Human Resource issues. As
Corporate Secretary your direct responsibility is for all Board of Directors minutes and
communications, the filing of local, State and Federal filings as to accuracy and
completeness. Complete responsibility to all Sarbanes/Oxley matters. Your further
responsibility will include general business and legal advice on all company business.



	 	 	 	 	 
	 

	 	Base Salary:
	 	$140,000 annually – Payable Bi-weekly
	 
	 

	 	Travel and
	 	The Company will reimburse you for all approved expenses






Entertainment Expense            subject to company policy.



	 	 	 	 	 
	 

	 	Moving Expense:
	 	the company will reimburse you for reasonable moving expense not to exceed
$7000.
	 
	 

	 	 	 	   The company will pay for required airfare back and forth to Boston as
required.






Corporate Housing: The Company will provide corporate apartment until September 30, 2005. The
company will pay required



 









 








	 	 	 
	 

	 	transition expenses. The candidate agrees to use his best efforts to
secure permanent housing as quickly as possible.
	 
	 	 
	Benefits:

	 	Standard benefits package as detailed in the Company handbook.
	 
	 	 
	Bonus:

	 	You will be eligible for a series of bonuses equal to 25%
($35,000) of your base salary structured as follows:







	 	1)	 	75% ($26,250) Expense Management. We will
develop a series of milestones based on successful reductions of
expenses net generate $400,000 in savings annually from the line
items under your responsibility. This pool will be pro-rata from
$250,000 to the target amount.
	 
	 	2)	 	25 %-( $8750) You will receive an annual
bonus paid February 15, 2006 if the company achieves an annual EBITDA
of $2 million in 2005. This will be prorate from $1.6 million is
zero.






All bonuses will be paid annually if earned by December 31, 2005 and will
be paid on February 15, 2006



	 	 	 
	Equity Plan:

	 	It is the intention of the Compensation Committee of the
company to install a company wide equity incentive plan. We
would recommend and would anticipate that the company would
accept our recommendation that you would receive equity
options commensurate with your position on an annual basis.
These options would have a vesting schedule of 3 years with a
gradual vesting plan of 1/3 per year. Our recommendation
would be to award you a 1% equity options prices at the most
recent round of financing in the company.
	 
	 	 
	Employment

	 	You will be required to sign our standard Employment Agreement
	Agreement:

	 	that will be effective for one year after your departure.
Which includes but is not limited to non-compete language,
confidentiality provision and employee at will language.





If you have any questions or concerns, please do not hesitate to contact me. We look forward to
you accepting this offer and joining our team.



Please advise us of your acceptance no later than May 23, 2005.




Very truly yours,



Lawrence Bain