exv10w13



 




Exhibit
10.13


PROLINK



SOLUTIONS, LLC



September 6, 2005



Dave Gomez



RE: Vice President General Counsel — Corporate Secretary



Dear Dave,



We are pleased to make the following offer to you regarding future
employment at



ProLink Solutions LLC.




	 	 	 
	Position:

	 	Vice President: General Counsel — Corporate Secretary Reports To:
	CEO
	 	 
	 
	 	 
	Start Date:

	 	No Later than September 15, 2005
	 
	 	 
	Responsibilities:

	 	Manage all legal affairs of Company. Including direct responsibility
for contracts, lease documents, litigation, securities filings and 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 for all
Sarbanes/Oxley matters. Your further responsibility will include general business
and legal advice on all company business.
	 
	 	 
	Base Salary:

	 	$115,000 annually — Payable Bi-weekly
	 
	 	 
	Travel and

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

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

	 	You will be eligible for a series of bonuses in 2005 equal to 50 % of your base
salary structured as follows:







	 	1)	 	($21,250) contract management. We will develop a series of milestones based on successful
merger and follow on financing.




 









 






	 	2)	 	($20,000) Successful implementation of service and support contract update program to be
further defined.
	 
	 	3)	 	($1 3,750) You will receive an annual bonus paid February 15,
2006 if the company achieves an annual EBITDA of $2 million
in 2005. This amount will be prorated based on earnings
beginning at $1.6 million, which will equal zero through a
full bonus at $2 million. This amount will also be
prorated based on your time of employment.






Bonuses #1 and #3 will be paid annually if earned by December 31, 2005
and will be paid on February 15, 2006. Bonus #2 will be earned in 2006
and paid February 15, 2006. You will be eligible for a series
of bonuses equal to 60% of your base salary in 2006 and 70% in
2007 and thereafter with similar performance targets to be decided at
the appropriate time.



	 	 	 	 	 
	 

	 	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 receive equity options commensurate with
your position on an annual basis. These options would ratably vest over a
3-year period. Our recommendation would be to award you equity
options equal to 0.60% of the outstanding equity of the
company on a fully diluted basis as of closing of the current
round anticipated by September 30,2005. The strike price equal 75%
of the equity price in such the anticipated public merger.






Employment Agreement: You will be required to sign a standard Employment Agreement that will
be effective for one year after your departure.


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 September 10, 2005




	 	 	 
	Very truly yours,

	 	/S/ Dave Gomez
	 

	 	 
	 
	 	 
	Lawrence Bain

	 	        
     President Accepted