exv10w12



 




Exhibit
10.12






August 22, 2005



Danny Lam





			
	RE:	 	— President — New Financing subsidiary





Dear Danny,



We are pleased to make the following offer to you regarding future employment at a new subsidiary
to be established at ProLink Solutions LLC.




	 	 	 
	Position:

	 	President —
	 
	 	 
	Reports To:

	 	CEO
	 
	 	 
	Start Date:

	 	No Later September 5, 2005
	 
	 	 
	Responsibilities:

	 	POSITION OVERVIEW:





Responsible for the overall development, sales, marketing, human resource, and 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




	 	•	 	Create and monitor financial reports, external and internal,
	 
	 	•	 	Establish strategic partnerships and alliances to support company goals
	 
	 	•	 	Communicate with Investors, Wall Street and the Financial Analyst community as required
	 
	 	•	 	Direct and implement investor relations strategies
	 
	 	•	 	Participate in review and appraisal of potential acquisitions and divestments
	 
	 	•	 	Acquire and manage staff support necessary to fulfill duties
	 
	 	•	 	Develop and manage sales and marketing plan.





Direct responsibility:  for contracts, lease documents, litigation, and Human Resource issues.
Complete responsibility to all Sarbanes/Oxley matters. Your further responsibility will
include general business on all company business.



	 	 	 
	Base Salary:

	 	$150,000 annually — Payable Bi-weekly
	 
	 	 
	Travel:

	 	The Company will reimburse you for all approved expenses
Entertainment expenses subject to company policy.
	 
	 	 
	Moving Expense:

	 	The Company will reimburse you for reasonable moving
expense.
	 

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






Corporate
Housing:    The Company will provide corporate apartment until June 30, 2006. The company
will pay required approved 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 100%
($150,000) of your base salary structured as follows:






 









 








	 	1)	 	50% ($75,000) we will develop a series of
milestones based on successful achievement of designed goals.
	 
	 	2)	 	50 %-( $75,000) you will receive an annual
bonus paid February 15, 2007 if the company achieves an annual EBITDA
of $ ___million in 2006. This will be prorated from $ ___
million being zero.






There will be a prorated bonus paid if earned by December 31, 2005 on
February 15, 2006. All other bonuses will be paid annually if earned by
December 31, 2006 and will be paid on February 15, 2007



	 	 	 
	Equity Plan:

	 	The board of directors has agreed to structure a synthetic
equity plan that would award the candidate 20% interests in
all net profits of subsidiary as well as 20% of net gains on
the sale of the subsidiary. This sale provision of the plan
would have a vesting schedule of 3 years with a gradual
vesting plan of 1/3 per year. The vesting would have certain
accelerating vesting provision based on a sale of the entity.
	 
	 	 
	Employment

	 	This will be a two-year agreement with other provision to be
negotiated. Both parties agree to use their best efforts to
complete this agreement as soon as possible.





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 August 31, 2005.




Very truly yours,




	 	 	 
	Lawrence Bain
	 	 
	President/CEO
	 	 
	 

	 	 
	ProLink Solutions, LLC

	 	Acceptance: