Ex 10.21
                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT  AGREEMENT (the  "AGREEMENT") is made as of the 9th day
of September,  2005, by and among SECURED SERVICES, INC., a Delaware corporation
(the  "COMPANY"),  having its principal place of business at 110 William Street,
Suite 1410, New York, NY 10038, on the one hand, and ROBERT SKINNER, residing at
1268 New Bedford Lane, Reston, VA 20194 (the "EXECUTIVE"), on the other.

                               W I T N E S S E T H

         WHEREAS,  the parties  desire by this  Agreement to set forth the terms
and  conditions  of the  employment  relationship  between  the  Company and the
Executive; and

         WHEREAS, the terms of this Agreement have been approved by the Board of
Directors of the Company.

         NOW, in consideration of the foregoing and the mutual covenants in this
Agreement, the Company and the Executive agree as follows:

         1.  EMPLOYMENT AND DUTIES.  The Company hereby employs the Executive as
President and Chief  Executive  Officer on the terms and conditions  provided in
this  Agreement and Executive  agrees to accept such  employment  subject to the
terms and conditions of this  Agreement.  The Executive shall be responsible for
the overall  management and operations of the Company,  shall perform the duties
and  responsibilities  as are customary for an officer of a corporation  in such
positions,  and shall  perform  such other  duties and  responsibilities  as are
reasonably determined from time to time by the Company's Board of Directors (the
"BOARD").  The Executive  shall report to and be  supervised  by the Board.  The
Executive  shall  be based at the  Company's  planned  new  office  in  Northern
Virginia or such other place which shall be within a 30 mile radius thereof that
shall  constitute the Company's  headquarters  and,  except for business  travel
incidental  to his  employment  under this  Agreement,  the  Company  agrees the
Executive  shall not be required to  relocate.  The  Executive  agrees to devote
substantially  all his attention and time during  normal  business  hours to the
business  and affairs of the Company and to use his  reasonable  best efforts to
perform  faithfully  and  efficiently  the  duties and  responsibilities  of his
positions  and to accomplish  the goals and  objectives of the Company as may be
established  by the Board.  Notwithstanding  the  foregoing,  the  Executive may
engage in the following activities (and shall be entitled to retain all economic
benefits thereof including fees paid in connection therewith) as long as they do
not interfere in any material  respect with the  performance of the  Executive's
duties and  responsibilities  hereunder and, with respect to subsections (i) and
(ii) below, that such activity is pre-approved by the Company's  Chairman of the
Board: (i) serve on corporate,  civic, religious,  educational and/or charitable
boards or committees,  provided that the Executive  shall not serve on any board
or  committee of any  corporation  or other  business  which  competes  with the
Business (as defined in Section 10(a)  below);  (ii) deliver  lectures,  fulfill
speaking engagements or teach on a part-time basis at educational  institutions;
and (iii) make  investments in businesses or enterprises and manage his personal
investments;  provided  that with  respect to such  activities  Executive  shall
comply with any business


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conduct and ethics policy applicable to employees of the Company,  including but
not limited to the Company's  Black-Out Insider Trading Policy and Amendment for
Executives and Officers.

         2. TERM.  The term of this  Agreement  shall  commence on September 12,
2005 (the  "COMMENCEMENT  DATE"), and shall terminate on October 1, 2006, unless
extended or earlier  terminated in accordance  with the terms of this  Agreement
(the "TERMINATION  DATE").  Such term of employment is herein sometimes referred
to as  the  "EMPLOYMENT  TERM".  The  Employment  Term  shall  be  extended  for
successive one-year periods unless either party notifies the other in writing at
least 90 days before the Termination Date, or any anniversary of the Termination
Date,  as the case may be,  that he or it chooses  not to extend the  Employment
Term.

         3.  COMPENSATION.  As compensation for performing the services required
by this Agreement, and during the term of this Agreement, the Executive shall be
compensated as follows:

                  (a) BASE COMPENSATION.  The Company shall pay to the Executive
an  annual  salary  ("BASE   COMPENSATION")  of  TWO  HUNDRED  THOUSAND  DOLLARS
($200,000.00), payable in equal installments pursuant to the Company's customary
payroll procedures in effect for its executive personnel at the time of payment,
but in no event  less  frequently  than  monthly,  subject  to  withholding  for
applicable  federal,  state, and local income and employment  related taxes. The
Executive may be entitled to such increases in Base Compensation with respect to
each calendar year during the term of this Agreement,  as shall be determined by
the Company's Compensation Committee (the "COMMITTEE"), in its sole and absolute
discretion, based on an annual review of the Executive's performance.

                  (b) INCENTIVE COMPENSATION.  In addition to Base Compensation,
the Executive  may be entitled to receive  additional  compensation  ("INCENTIVE
COMPENSATION")  of up to ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS  ($125,000.00)
based upon agreed upon  milestones as set forth in Attachment A. For purposes of
this Agreement,  the Executive's "PRO RATA SHARE" of Incentive  Compensation for
any calendar year of the Company shall be a fraction  whose  numerator  shall be
equal to the number of months during which the  Executive was actually  employed
by the Company during any such calendar year and whose  denominator shall be the
total number of months in such calendar year.

                  (c) STOCK OPTIONS. The Company,  simultaneous with the date of
this  Agreement,  shall grant to the Executive an option to purchase ONE MILLION
SIX  HUNDRED  THOUSAND  (1.6  million)  shares  of Common  Stock of the  Company
pursuant to the Secured Services, Inc. Incentive stock Option Plan. The exercise
price  per  share  shall be the fair  market  value of one  share on the date of
grant.  The option term shall be four years.  Such option shall vest at the rate
of 25%  after  one  year  from  the  Commencement  Date  and  2.08%  each  month
thereafter.

         4. EMPLOYEE  BENEFITS.  During the  Employment  Term and subject to the
limitations  set  forth  in this  Section  4,  the  Executive  and his  eligible
dependents  shall  have  the  right  to  participate  in  any  retirement  plans
(qualified and non-qualified),  pension, insurance,  health, disability or other
benefit plan or program that has been or is hereafter adopted by the Company (or
in which  the

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Company participates),  according to the terms of such plan or program, on terms
no less favorable than the most favorable terms granted to senior  executives of
the Company.

         5. VACATION AND LEAVES OF ABSENCE.  The Executive  shall be entitled to
the normal and customary  amount of paid vacation  provided to senior  executive
officers of the Company.  Vacation  days that are not taken in a given  calendar
year shall accrue and be carried over to the next  Calendar year up to a maximum
of ten days. Upon any  termination of this Agreement for any reason  whatsoever,
accrued and unused vacation will be paid to the Executive within 10 days of such
termination  based on his annual rate of Base Compensation in effect on the date
of such termination. In addition, the Executive may be granted leaves of absence
with or without pay for such valid and legitimate  reasons as the Company in its
sole and absolute discretion may determine,  and the Executive shall be entitled
to the same sick leave and holidays  provided to other senior  executives of the
Company.

         6.  BUSINESS  EXPENSES.  The  Executive  shall be  promptly  reimbursed
against  presentation  of vouchers or receipts for all  reasonable and necessary
expenses  incurred  by him in  connection  with the  performance  of his  duties
hereunder.

         7. INDEMNIFICATION.

                  (a) GENERAL.  The Company agrees that if the Executive is made
a party or is threatened to be made a party to any action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (a "PROCEEDING"),  by
reason of the fact that he is or was a director or officer of the Company, is or
was  serving at the  request  of the  Company as a  director,  officer,  member,
employee or agent of another  corporation  or of a  partnership,  joint venture,
trust or other enterprise,  including, without limitation,  service with respect
to  employee  benefit  plans,  whether  or not the basis of such  Proceeding  is
alleged action in an official capacity as a director,  officer, member, employee
or agent while serving as a director,  officer,  member,  employee or agent, the
Executive  shall be indemnified  and held harmless by the Company to the fullest
extent  authorized by applicable  law (in  accordance  with the  certificate  of
incorporation and/or bylaws of the Company), as the same exists or may hereafter
be amended,  against all Expenses (as defined below) incurred or suffered by the
Executive in connection therewith, and such indemnification shall continue as to
the Executive  even if the  Executive  has ceased to be an officer,  director or
agent, or is no longer employed by the Company and shall inure to the benefit of
his heirs, executors and administrators.

                  (b) EXPENSES.  As used in this Section 7, the term  "EXPENSES"
shall include,  without limitation,  damages,  losses,  judgments,  liabilities,
fines,  penalties,   excise  taxes,  settlements  and  costs,  attorneys'  fees,
accountants'  fees, and  disbursements and costs of attachment or similar bonds,
investigations,  and any  expenses of  establishing  a right to  indemnification
under this Agreement.

                  (c) SUBROGATION. In the event of payment under this Agreement,
the  Company  shall be  subrogated  to the extent of such  payment to all of the
rights of recovery of the Executive.

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                  (d)  PARTIAL  INDEMNIFICATION.  If the  Executive  is entitled
under any provision of this Agreement to indemnification by the Company for some
or a portion of any Expenses,  but not,  however,  for the total amount thereof,
the Company shall  nevertheless  indemnify the Executive for the portion of such
Expenses to which the Executive is entitled.

                  (e) NOTICE OF CLAIM.  The Executive  shall give to the Company
prompt written notice of any claim made against him for which  indemnity will or
could be sought under this Agreement.  In addition, the Executive shall give the
Company such  information  and  cooperation as it may reasonably  require and as
shall be  within  the  Executive's  power and at such  times  and  places as are
mutually convenient for the Executive and the Company.

                  (f) DEFENSE OF CLAIM.  With  respect to any  Proceeding  as to
which the Executive  notifies the Company of the commencement  thereof:  (i) the
Company will be entitled to  participate  therein at its own  expense;  and (ii)
except as otherwise  provided below, to the extent that it may wish, the Company
jointly with any other indemnifying party similarly notified will be entitled to
assume  the  defense  thereof,  with  counsel  reasonably  satisfactory  to  the
Executive.  The  Company  shall not be  entitled  to assume  the  defense of any
action, suit or proceeding brought by or on behalf of the Company or as to which
the Executive  shall have  reasonably  concluded that there may be a conflict of
interest  between the Company and the Executive in the conduct of the defense of
such action.

                           The  Company  shall not be liable  to  indemnify  the
Executive  under this Agreement for any amounts paid in settlement of any action
or claim effected without its written consent.  The Company shall not settle any
action or claim in any manner  which would impose any penalty or  limitation  on
the Executive without Executive's  written consent.  Neither the Company nor the
Executive  shall  unreasonably  withhold or delay their  consent to any proposed
settlement.

                  (g) NON-EXCLUSIVITY. The right to indemnification conferred in
this Section 7 shall not be exclusive of any other right which the Executive may
have or hereafter may acquire under any statute, provision of the certificate of
incorporation  or by-laws of the Company,  agreement,  vote of  stockholders  or
disinterested directors or otherwise.

                  (h)  DIRECTORS  AND  OFFICERS  LIABILITY  POLICY.  The Company
agrees to use reasonable  efforts to maintain  directors and officers  liability
insurance  covering the Executive in a reasonable and adequate amount determined
by the Board.

         8.       TERMINATION AND TERMINATION BENEFITS.

                  (a)      TERMINATION BY THE COMPANY.

                           (i)  FOR   CAUSE.   Notwithstanding   any   provision
contained  herein,  the Company may terminate  this Agreement at any time during
the  Employment  Term for  "Cause".  For  purposes of this  subsection  8(a)(i),
"CAUSE" shall mean (1) A willful breach of any of the material obligations under
this  Agreement,  which  breach  shall not have been  remedied by the  Executive
within  thirty  (30) days after  SSVC  shall  have  given  notice to him of such
breach; (2) willful and continued  misconduct or gross negligence in performance
of the Executive's duties hereunder,

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including  his  refusal  to  comply  in any  material  respect  with  the  legal
directives of the Board or the authorized representative of the Board so long as
such directives are not inconsistent  with the Executive's  position and duties;
(3) dishonest or fraudulent conduct, your theft or other misappropriation of the
Company's  proprietary  information or property,  a deliberate  attempt to do an
injury to SSVC,  or conduct that  materially  discredits  SSVC or is  materially
detrimental to the reputation of SSVC, including, but not limited to, conviction
of a felony; or (4) habitual  absenteeism,  chronic alcoholism or any other form
of addiction which impacts  Executive's ability to perform his duties under this
Agreement.  Termination  pursuant to this subsection  8(a)(i) shall be effective
immediately upon giving the Executive  written notice thereof stating the reason
or reasons  therefor  with respect to clauses (2), (3) or (4) above,  and thirty
days after written notice  thereof from the Company to the Executive  specifying
the acts or  omissions  constituting  the  failure and  requesting  that they be
remedied  with respect to clause (1) above,  but only if the  Executive  has not
cured such failure  within such thiry day period.  In the event of a termination
pursuant to this subsection 8(a)(i),  the Executive shall be entitled to payment
of his Base Compensation and the benefits pursuant to Section 4 hereof up to the
effective date of such termination and it is also the intention and agreement of
the Company that Executive  shall not be deprived by reason of  termination  for
Cause of any payments,  options or benefits  which have been vested or have been
earned  or to which  Executive  is  entitled  as of the  effective  date of such
termination.

                           (ii)  DISABILITY.  If due  to  illness,  physical  or
mental disability, or other incapacity, the Executive shall fail, for a total of
any  six  consecutive  months  ("DISABILITY"),   to  substantially  perform  the
principal  duties  required by this  Agreement,  the Company may terminate  this
Agreement  upon 30 days' written  notice to the  Executive.  In such event,  the
Executive shall be (1) paid his Base Compensation until the Termination Date and
his Pro Rata  Share of any  Incentive  Compensation  to which he would have been
entitled for the year in which such  termination  occurs,  and (2) provided with
employee  benefits  pursuant  to  Section 4, to the  extent  available,  for the
remainder of the Employment Term; PROVIDED, HOWEVER, that Base Compensation will
not be paid to the Executive pursuant to this subsection 8(a)(ii) for any period
where the  Executive is receiving  any  payments  from any policy of  disability
insurance pursuant to Section 4 hereof.

                  (b) TERMINATION  WITHOUT CAUSE OR TERMINATION FOR GOOD REASON.
The Company may terminate the Executive's employment hereunder without Cause and
the  Executive  may  terminate  his  employment  hereunder for "Good Reason" (as
defined below). If the Company terminates the Executive's  employment  hereunder
without  Cause,  other  than  due to death or  Disability,  or if the  Executive
terminates his employment for Good Reason,  the Executive shall be paid: (i) his
Base  Compensation at the rate in effect at the time of termination  through the
Termination  Date; (ii) his Base  Compensation at the rate in effect at the time
of termination  from the Termination Date to the end of the Severance Period (as
hereinafter defined);  (iii) his Pro Rata Share of any Incentive Compensation to
which he would have been entitled for the year in which such termination occurs;
(iv) any deferred compensation (including, without limitation, interest or other
credits on the deferred  amounts) and any accrued vacation pay; (v) continuation
until the expiration of the Employment  Term, of the health and welfare benefits
of the  Executive  (as  provided  for by  Section 4 of this  Agreement)  (or the
Company shall provide the economic equivalent  thereof);  provided,  however, if
the Executive  obtains new  employment and such  employment  makes the Executive
eligible  for health and  welfare or  long-term  disability  benefits,  then the
Company shall no

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longer be required to provide such benefits to the Executive; and (vi) any other
compensation  and benefits as may be provided in  accordance  with the terms and
provisions of any applicable plans or programs of the Company.

                  As used  herein,  "GOOD  REASON"  means and shall be deemed to
exist if, without the prior express  written  consent of the Executive,  (a) any
failure by SSVC to comply with any  provision  of this  Agreement  other than an
isolated,  insubstantial  or inadvertent  failure not occurring in bad faith; or
(b) the assignment to the Executive of any duties  materially  inconsistent with
the Executive's position (including status,  title and reporting  requirements),
authority,  duties or responsibilities or any other action by SSVC which results
in a  diminution  in  such  position,  authority,  duties  or  responsibilities,
excluding for this purpose an isolated,  insubstantial or inadvertent action not
taken in bad faith; or (c) the Company fails to use its commercially  reasonable
efforts to maintain,  or cause to be maintained directors and officers liability
insurance coverage for the Executive;  (d) the Company purports to terminate the
Executive's employment for Cause and such purported termination of employment is
not effected in accordance with the  requirements  of this  Agreement,  or (e) a
Change in Control  shall have  occurred and the Company fails to obtain the full
assumption  of this  Agreement  by a  successor;  provided,  however,  that with
respect to items (a) through (c) above,  the Company has not cured, or commenced
to cure,  such  failure  or  breach  within  30 days of  written  notice  by the
Executive, and with respect to item (e) above, the Executive shall have provided
the Company with 180 days written notice of such termination.

                  For purposes of this  Agreement,  a "CHANGE OF CONTROL"  shall
mean (1) any merger by the Company  into  another  corporation  or  corporations
which  results in the  stockholders  of the  Company  immediately  prior to such
transaction  owning  less  than  55%  of  the  surviving  Corporation;  (2)  any
acquisition (by purchase, lease or otherwise) of all or substantially all of the
assets of the  Company  by any  person,  corporation  or other  entity;  (3) the
acquisition  of  beneficial  ownership,   directly  or  indirectly,   of  voting
securities  of the  Company  (defined  as  Common  Stock of the  Company  or any
securities  having voting rights) and rights to acquire voting securities of the
Company  (defined  as  including,   without  limitation,   securities  that  are
convertible into voting securities of the Company (as defined above) and rights,
options  warrants and other  agreements or  arrangements  to acquire such voting
securities)  by any  person,  corporation  or other  entity,  in such  amount or
amounts as would  permit such  person,  corporation  or other  entity to elect a
majority of the members of the Board of the Company, as then constituted; or (4)
the  acquisition  of beneficial  ownership,  directly or  indirectly,  of voting
securities and rights to acquire voting  securities having voting power equal to
25% or more of the  combined  voting  power of the  Company's  then  outstanding
voting  securities  by any  person,  corporation  or other  entity  unless  such
acquisition as is described in this part (4) is expressly approved by resolution
of the Board of the  Company  passed  upon  affirmative  vote of not less than a
majority  of the Board and adopted at a meeting of the Board held not later than
the date of the next regularly  scheduled or special  meeting held following the
date the Company obtains actual  knowledge of such  acquisition  (which approval
may be limited in purpose and  effected  solely to affect the rights of Employee
under  this  Agreement).   Notwithstanding  the  preceding  sentence,   (i)  any
transaction   that  involves  a  mere  change  in  identity  form  or  place  of
organization within the meaning of Section  368(a)(1)(F) of the Internal Revenue
Code of 1986,  as  amended,  or a  transaction  of  similar  effect,  shall  not
constitute a Change in Control.

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                  (c) NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent  or limit the  Executive's  continuing  or future  participation  in any
benefit, bonus, incentive or other plan or program provided or maintained by the
Company and for which the Executive may qualify, nor shall anything herein limit
or otherwise  prejudice  such rights as the  Executive  may have under any other
existing or future  agreements with the Company.  Except as otherwise  expressly
provided for in this  Agreement,  amounts which are vested benefits or which the
Executive  is otherwise  entitled to receive  under any plans or programs of the
Company  at or  subsequent  to the  date of  termination  shall  be  payable  in
accordance with such plans or programs.

                  (d) VESTING OF STOCK GRANTS AND STOCK OPTIONS. In the event of
any termination of this Agreement,  Executive's  rights with regard to any stock
grants, loan agreements or stock options shall be as set forth in the respective
agreement containing the terms and conditions pertaining thereto. If however the
termination is a result of a change of control as defined in subsection 8(b) AND
also qualifies as "termination  for good reason" as defined in subsection  8(b),
then 100% of the  unvested  stock  options  would vest  effective on the date of
termination.

                  (e)  DEATH.   Notwithstanding  any  other  provision  of  this
Agreement,  this Agreement shall terminate on the date of the Executive's death.
In such event the Company shall continue to pay to his estate the Pro Rata Share
of any Incentive  Compensation  to which  Executive would have been entitled for
the year in which such death occurs.

                  (f)  SEVERANCE   PERIOD.   If  the  Company   terminates   the
Executive's  employment  hereunder  without  Cause,  other  than due to death or
Disability,  or if the Executive  terminates his employment for Good Reason, the
Severance Period shall be six months.

                  (g) NO  MITIGATION.  The  Executive  shall not be  required to
mitigate  the amount of any payments  provided for by this  Agreement by seeking
employment or otherwise, nor shall the amount of any payment or benefit provided
in this  Agreement  be reduced  by any  compensation  or  benefit  earned by the
Executive after termination of his employment.

         9. COMPANY PROPERTY. All advertising,  promotional,  sales,  suppliers,
manufacturers and other materials or articles or information,  including without
limitation reports, customer lists, customer sales analyses,  invoices,  product
lists,  price lists or information,  samples,  or any other materials or data of
any kind furnished to the Executive by the Company or developed by the Executive
on behalf of the Company or at the Company's  direction or for the Company's use
or otherwise in connection with the Executive's  employment  hereunder,  are and
shall remain the sole and confidential  property of the Company;  if the Company
requests  the  return of such  materials  at any time  during or at or after the
termination  of the  Executive's  employment,  the Executive  shall  immediately
deliver the same to the Company.

         10.      RESTRICTIVE COVENANTS.

                   (a) COVENANTS AGAINST COMPETITION. The Executive acknowledges
that as of the execution of this Employment Agreement (i) the Company is engaged
in  the  business  of  providing   Software  for  secure   identity   management
(Identiprise   SECUREDUSER)  and  secure  connection

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management   (Identiprise   SECUREDMOBILE)   and   associated   consulting   and
implementation  professional  services  (the  "BUSINESS");  (ii)  the  Company's
Business is conducted currently  throughout the United States and Canada and may
be expanded to other locations;  (iii) his employment with the Company will have
given him access to confidential  information  concerning the Company;  and (iv)
the  agreements  and  covenants  contained in this  Agreement  are  essential to
protect the business and goodwill of the  Company.  Accordingly,  the  Executive
covenants and agrees as follows:

                           (i) NON-COMPETE. Without the prior written consent of
the Board,  the  Executive  shall not during the  Restricted  Period (as defined
below) within the Restricted  Area (as defined below) (except in the Executive's
capacity as an officer of the Company or any of its  affiliates),  (a) engage or
participate  in the  Business;  (b) enter the employ of, or render any  services
(whether or not for a fee or other compensation) to, any person,  corporation or
other entity engaged in the Business;  or (c) acquire an equity  interest in any
such person,  corporation or other entitiy; provided, that during the Restricted
Period  the  Executive  may own,  directly  or  indirectly,  solely as a passive
investment, securities of any company traded on any national securities exchange
or on the National Association of Securities Dealers Automated Quotation System.

                           As used herein,  "RESTRICTED  PERIOD"  shall mean the
period commencing on the Commencement Date and ending on the second  anniversary
of the Executive's  termination of employment.

                           "RESTRICTED  AREA"  shall  mean any place  within the
United  States  and any other  country  in which the  Company  is then  actively
considering conducting Business as of the Termination Date.

                  (b)  CONFIDENTIAL  INFORMATION;  PERSONAL  RELATIONSHIPS.  The
Executive  acknowledges  that  the  Company  has  a  legitimate  and  continuing
proprietary  interest in the protection of its confidential  information and has
invested  substantial  sums and will  continue  to  invest  substantial  sums to
develop,  maintain and protect  confidential  information.  The Executive agrees
that, during and after the Restricted Period,  without the prior written consent
of  the  Board,  the  Executive  shall  keep  secret  and  retain  in  strictest
confidence, and shall not knowingly use for the benefit of himself or others all
confidential  matters  relating to the  Company's  Business  including,  without
limitation,  operational methods,  marketing or development plans or strategies,
business  acquisition plans, joint venture proposals or plans, and new personnel
acquisition  plans,  learned by the  Executive  heretofore  or  hereafter  (such
information   shall  be  referred  to  herein   collectively  as   "CONFIDENTIAL
INFORMATION");  provided,  that  nothing in this  Agreement  shall  prohibit the
Executive  from  disclosing  or using any  Confidential  Information  (i) in the
performance of his duties  hereunder,  (ii) as required by applicable law, (iii)
in connection  with the  enforcement  of his rights under this  Agreement or any
other  agreement  with the Company,  or (iv) in  connection  with the defense or
settlement  of any claim,  suit or action  brought  or  threatened  against  the
Executive  by or in the  right of the  Company.  Notwithstanding  any  provision
contained herein to the contrary, the term Confidential Information shall not be
deemed to include any general  knowledge,  skills or experience  acquired by the
Executive or any  knowledge or  information  known or available to the public in
general. Moreover, the Executive shall be permitted to retain copies of, or have
access to,  all such  Confidential  Information  relating  to any  disagreement,
dispute or litigation involving the Executive.

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                  (c) EMPLOYEES OF THE COMPANY AND ITS  AFFILIATES.  Without the
prior  written  consent  of the  Board,  the  Executive  shall  not,  during the
Restricted Period,  directly or indirectly,  hire or solicit, or cause others to
hire or solicit, for employment by any person,  corporation or entity other than
the Company or any  affiliate or successor  thereof,  any employee of, or person
employed within the two years  preceding the Executive's  hiring or solicitation
of such person by, the Company and its affiliates or successors or encourage any
such employee to leave his or her employment. For this purpose, any person whose
employment has been  terminated  involuntarily  by the Company shall be excluded
from those persons protected by this Section for the benefit of the Company.

                  (d) BUSINESS RELATIONSHIPS.  During the Restricted Period, the
Executive  shall  not,  directly  or  indirectly,  request  or  advise a person,
corporation  or entity  that has a  business  relationship  with the  Company to
curtail or cancel such business relationship with the Company.

                  (e)  RIGHTS  AND  REMEDIES  UPON  BREACH.   If  the  Executive
breaches,  or threatens to commit a breach of any of the provisions contained in
Section 10 of this Agreement (the  "RESTRICTIVE  COVENANTS"),  the Company shall
have the following rights and remedies,  each of which rights and remedies shall
be independent of the others and severally enforceable,  and each of which is in
addition to, and not in lieu of, any other rights and remedies  available to the
Company under law or in equity.

                           (i)  SPECIFIC  PERFORMANCE.  The right and  remedy to
have the Restrictive  Covenants  specifically enforced by any court of competent
jurisdiction,  it being  agreed  that any  breach  or  threatened  breach of the
Restrictive  Covenants  would cause  irreparable  injury to the Company and that
money damages would not provide an adequate remedy to the Company.

                           (ii) ACCOUNTING.  The right and remedy to require the
Executive to account for and pay over to the Company all compensation,  profits,
monies,  accruals,  increments  or other  benefits  derived or  received  by the
Executive  as the  result of any  action  constituting  a breach of  Restrictive
Covenants.

                  (f) SEVERABILITY OF COVENANTS.  The Executive acknowledges and
agrees that the  Restrictive  Covenants are reasonable and valid in duration and
geographical  scope and in all other respects.  If any court determines that any
of the Restrictive Covenants,  or any part thereof, is invalid or unenforceable,
the  remainder of the  Restrictive  Covenants  shall not thereby be affected and
shall  be  given  full  effect  without  regard  to the  invalid  portions.  The
provisions  set  forth in this  Section  10 shall be in  addition  to any  other
provisions of the business  conduct and ethics policies  applicable to employees
of the Company and its subsidiaries during the term of Executive's employment.

                  (g) SAVING CLAUSE. If the period of time or the area specified
in subsection (a) above should be adjudged unreasonable in any proceeding,  then
the period of time  shall be reduced by such  number of months or the area shall
be  reduced  by the  elimination  of such  portion  thereof or both so that such
restrictions may be enforced in such area and for such time as is adjudged to be
reasonable.  If the Executive violates any of the restrictions  contained in the
foregoing  subsection (a), the restrictive  period shall not run in favor of the
Executive from the time of the  commencement  of

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<PAGE>


any such  violation  until  such  time as such  violation  shall be cured by the
Executive to the satisfaction of Company.

         11. EXECUTIVE'S REPRESENTATION AND WARRANTIES. Executive represents and
warrants that he has the full right and  authority to enter into this  Agreement
and fully  perform  his  obligations  hereunder,  that he is not  subject to any
non-competition  agreement  other  than  with the  Company,  and that his  past,
present and anticipated  future activities have not and will not infringe on the
proprietary rights of others.  Executive further represents and warrants that he
is not obligated under any contract  (including,  but not limited to,  licenses,
covenants  or  commitments  of any nature) or other  agreement or subject to any
judgment,  decree or order of any court or  administrative  agency  which  would
conflict  with his  obligation  to use his best  efforts to  perform  his duties
hereunder or which would conflict with the Company's  business and operations as
presently  conducted  or proposed to be  conducted.  Neither the  execution  nor
delivery of this  Agreement,  nor the carrying on of the  Company's  business as
officer and employee by Executive  will  conflict  with or result in a breach of
the  terms,  conditions  or  provisions  of or  constitute  a default  under any
contract, covenant or instrument to which Executive is currently a party.

         12.      MISCELLANEOUS.

                  (a)  INTEGRATION;  AMENDMENT.  This Agreement  constitutes the
entire  agreement  between  the parties  hereto with  respect to the matters set
forth  herein  and  supersedes  and  renders  of no force and  effect  all prior
understandings  and  agreements  between the parties with respect to the matters
set forth herein.  No amendments or additions to this Agreement shall be binding
unless in writing and signed by both parties.

                  (b)  SEVERABILITY.  If any part of this  Agreement is contrary
to,  prohibited by, or deemed invalid under  applicable law or regulation,  such
provision  shall be  inapplicable  and deemed omitted to the extent so contrary,
prohibited, or invalid, but the remainder of this Agreement shall not be invalid
and shall be given full force and effect so far as possible.

                  (c) WAIVERS.  The failure or delay of any party at any time to
require performance by the other party of any provision of this Agreement,  even
if known,  shall not affect the right of such  party to require  performance  of
that provision or to exercise any right,  power,  or remedy  hereunder,  and any
waiver by any party of any breach of any provision of this  Agreement  shall not
be  construed  as a  waiver  of any  continuing  or  succeeding  breach  of such
provision, a waiver of the provision itself, or a waiver of any right, power, or
remedy  under  this  Agreement.  No notice to or demand on any party in any case
shall,  of itself,  entitle  such party to other or further  notice or demand in
similar or other circumstances.

                  (d) POWER AND AUTHORITY.  The Company  represents and warrants
to the Executive  that it has the requisite  corporate  power to enter into this
Agreement  and  perform  the terms  hereof;  that the  execution,  delivery  and
performance of this Agreement by it has been duly  authorized by all appropriate
corporate  action;  and that this  Agreement  represents  the valid and  legally
binding  obligation of the Company and is  enforceable  against it in accordance
with its terms.

                                       10


<PAGE>


                  (e) BURDEN AND  BENEFIT;  SURVIVAL.  This  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, personal and legal representatives, successors and assigns.

                  (f)  GOVERNING   LAW;   HEADINGS.   This   Agreement  and  its
construction,   performance,  and  enforceability  shall  be  governed  by,  and
construed in accordance  with,  the laws of the State of New York.  Headings and
titles herein are included solely for  convenience  and shall not affect,  or be
used in connection with, the interpretation of this Agreement.

                  (g) ARBITRATION;  REMEDIES. Any dispute or controversy arising
under  this  Agreement  or as a  result  of or in  connection  with  Executive's
employment  (other than  disputes  arising under Section 10) shall be arbitrated
and settled  pursuant to the National  Rules for the  Resolution  of  Employment
Disputes of the American  Arbitration  Association which are then in effect in a
proceeding  held in New York City, New York.  This provision shall also apply to
any  and  all  claims   that  may  be  brought   under  any   federal  or  state
anti-discrimination  or employment statute, rule or regulation,  including,  but
not limited to, claims under: the National Labor Relations Act; Title VII of the
Civil Rights Act;  Sections  1981 through 1988 of Title 42 of the United  States
Code; the Employee  Retirement  Income Security Act; the Immigration  Reform and
Control Act; the Americans  With  Disabilities  Act; the Age  Discrimination  in
Employment Act; the Fair Labor Standards Act; the Occupational Safety and Health
Act;  the Family and Medical  Leave Act;  and the Equal Pay Act. The decision of
the  arbitrator  and award,  if any, is final and binding on the parties and the
judgment may be entered in any court having  jurisdiction  thereof.  The parties
will agree upon an arbitrator from the list of labor arbitrators supplied by the
American  Arbitration  Association.  The parties understand and agree,  however,
that disputes  arising  under  Section 10 of this  Agreement may be brought in a
court of law or equity without submission to arbitration.

                  (h)  JURISDICTION.  Except as  otherwise  provided for herein,
each of the parties (a) submits to the  exclusive  jurisdiction  of any state or
federal court sitting in New York, NY in any action or proceeding arising out of
or  relating  to this  Agreement,  (b) agrees  that all claims in respect of the
action or proceeding may be heard and  determined in any such court,  (c) agrees
not to bring  any  action  or  proceeding  arising  out of or  relating  to this
Agreement  in any other  court and (d) waives any right such party may have to a
trial by jury  with  respect  to any  action  or  proceeding  arising  out of or
relating  to  this  Agreement.  Each  of  the  parties  waives  any  defense  of
inconvenient forum to the maintenance of any action or proceeding so brought and
waives any bond,  surety or other  security  that might be required of any other
party with  respect  thereto.  Any party may make  service  on another  party by
sending  or  delivering  a copy of the  process to the party to be served at the
address  and in the manner  provided  for  giving of  notices in Section  12(i).
Nothing in this Section,  however,  shall affect the right of any party to serve
legal process in any other manner permitted by law.

                  (i) NOTICES. All notices called for under this Agreement shall
be in writing and shall be deemed given upon receipt if delivered  personally or
by confirmed facsimile  transmission and followed promptly by mail, or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at their  respective  addresses (or at such other address for a party as
shall be specified by like notice;  provided that notices of a change of address
shall be effective  only

                                       11


<PAGE>


upon receipt  thereof) as set forth in the preamble to this  Agreement or to any
other  address or addressee as any party  entitled to receive  notice under this
Agreement shall  designate,  from time to time, to others in the manner provided
in this subsection 12(i) for the service of notices.

                           Any notice  delivered  to the party hereto to whom it
is  addressed  shall be deemed to have been given and received on the day it was
received;  PROVIDED,  HOWEVER,  that if such day is not a business  day then the
notice  shall be deemed to have been given and received on the business day next
following such day. Any notice sent by facsimile transmission shall be deemed to
have been given and  received  on the  business  day next  following  the day of
transmission.

                  (j)  NUMBER  OF DAYS.  In  computing  the  number  of days for
purposes  of this  Agreement,  all days shall be counted,  including  Saturdays,
Sundays  and  holidays;  PROVIDED,  HOWEVER,  that if the  final day of any time
period falls on a Saturday,  Sunday or holiday on which federal banks are or may
elect to be closed,  then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or such holiday.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                            ------------------------------------
                            ROBERT SKINNER

                            SECURED SERVICES, INC.

                            ------------------------------------
                            By:      Jane Dietze
                                     Chairman
                                     Board of Directors

                                       12


<PAGE>



                                   APPENDIX A

                             SECURED SERVICES, INC.

                             INCENTIVE COMPENSATION
                             ----------------------

1. PERIOD: October 1, 2005 through September 30, 2006

2. TARGET PAYOUT (All figures are at 100% achievement)

         Total Annual :                                              $   125,000

         a.       Fund Raising:
                  i.       Payout from Fund Raising Goal:            $    25,000

         b.       Financial Performance (year ending 9/30/06):       $   100,000
                  i.       Payout from Revenue Goal:                 $    75,000
                  ii.      Payout from EBITDA Goal:                  $    25,000

3. PAYMENT: Paid in arrears within 30 days of the end of each year.

4. FUND RAISING BONUS: All of the following criteria must be met for employee to
qualify for this bonus:
         a. Minimum of $8,000,000 round
         b. Terms of deal acceptable to 100% board of directors
         c. Valuation must be greater than $40 million

5. FINANCIAL  PERFORMANCE  BONUS: To be measured at the end of the third quarter
2006  with 75% on Target  Revenue  and 25% on Target  EBITDA  (before  Incentive
Compensation).

      --------------- -------------------- --------------------
                      Target Revenue               Target
                                                  EBITDA*
      --------------- -------------------- --------------------
                        [$6,000,000]           [($__________)]
      --------------- -------------------- --------------------

              * To be measured on EBITDA  adjusted before any expense related to
              variable accounting for stock option plans.

The Payout is then  determined by  determining  the actual  percentage  achieved
against  Plan for  both  Target  Revenue  and  Target  EBITDA  (measured  before
Incentive  Compensation)  and applying the  following  Payout  Percentage to the
Target Payouts listed in #2 above.

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<PAGE>


         A. Payout against revenue targets shall use the following schedule:


-------------------------------- ----------------------------------------------
         % OF GOAL                                 % OF BONUS
-------------------------------- ----------------------------------------------
105% and above                   Same as % of Goal achieved times 1.25 up to
                                 250% max.
-------------------------------- ----------------------------------------------
100%+ but less than 105%         100% - 105% (linear)
-------------------------------- ----------------------------------------------
  95%+ but less than 100%        80%
-------------------------------- ----------------------------------------------
  90%+ but less than 95%         50%
-------------------------------- ----------------------------------------------
  Below 90%                      No Bonus
-------------------------------- ----------------------------------------------


         B. Payout against EBITDA targets shall use the following schedule:

-------------------------------- --------------------------------------------
            % OF GOAL                              % OF BONUS
-------------------------------- --------------------------------------------
125% and above                   Same as % of Goal achieved times 1.25 up
                                 to 250% max. payout
-------------------------------- --------------------------------------------
100%+ but less than 125%         100% - 125% (linear)
-------------------------------- --------------------------------------------
  95%+ but less than 100%        80%
-------------------------------- --------------------------------------------
  90%+ but less than 95%         50%
-------------------------------- --------------------------------------------
  Below 95%                      No Bonus
-------------------------------- --------------------------------------------


7.  EMPLOYMENT  REQUIREMENT:  Executive must still be employed by the company at
the time of the payment, 10/31/06.

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