Exhibit 10.7


    
      
        

      

      Exhibit
        10.7

      EXECUTIVE
        EMPLOYMENT AGREEMENT

      


      THIS
        EXECUTIVE EMPLOYMENT AGREEMENT is entered into and effective as of July 25,
        2005
        (“Effective Date”), by and between IFT CORPORATION, a Delaware Corporation
        (“Company”) and Michael T. Adams (“Executive”).

      


      W
        I T N E S S E T H:

      


      WHEREAS,
        Company acknowledges that Executive has been working for the Company in various
        capacities since January 1997 and is currently the Chief Executive Officer
        of
        the Company; and

      


      WHEREAS,
        Company wishes to continue Executive’s employment and Executive wishes to accept
        such continued employment, subject to the terms and conditions hereinafter
        set
        forth.

      


      NOW
        THEREFORE, the parties hereto, in consideration of the premises and mutual
        promises contained herein and for other good and valuable consideration,
        the
        receipt and sufficiency of which is hereby acknowledged, agree as
        follows:

      


      1.    EMPLOYMENT
        TERM.
        Company hereby agrees to employ the Executive, and the Executive hereby accepts
        such employment for a period beginning on the Effective Date and ending January
        31, 2009, unless sooner terminated in accordance with Section 6 hereof
        (“Employment Period”).

      


      2.    POSITION;
        DUTIES.
        During the Employment Period, Executive shall hold the title and position
        of
        Chief Executive Officer of the Company and shall have the duties and
        responsibilities usually vested in such capacity, as determined from time
        to
        time by the Chairman of the Board, Board of Directors, and By-laws.

      


      3.    MANNER
        OF PERFORMANCE.
        Executive shall serve the Company and devote all his business time, his best
        efforts and all his skill and ability in the performance of his duties
        hereunder. Executive shall carry out his duties in a competent and professional
        manner, to the reasonable satisfaction of the Chairman of the Board and Board
        of
        Directors of the Company, shall work with other Executives of the Company
        and
        generally promote the best interests of the Company and its stockholders.
        Executive shall not, in any capacity engage in any activity which is, or
        may be,
        contrary to the welfare, interest or benefit of the business now or hereafter
        conducted by the Company.

      


      4.    COMPENSATION
        AND RELATED MATTERS.
        Executive’s compensation for his services shall be as follows:

      


      4.1    Base
        Compensation.
        During the Employment Period, Executive shall receive an annual base salary
        (the
        "Annual Base Salary") of $108,750, payable in accordance with the Corporation’s
        normal payroll practices. Executive’s Annual Base Salary will be reviewed on an
        annual basis by the Compensation Committee of the Board of Directors and
        may be
        increased from time to time, in the discretion of the Compensation Committee.
        The term Annual Base Salary as utilized in this Agreement shall refer to
        Annual
        Base Salary as adjusted from time to time.

      


      4.2    Annual
        Bonus.
        As determined by the Compensation Committee of the Board of Directors, Executive
        shall be eligible for bonus consideration (“Bonus”) as and if bonuses are paid
        to other Executives on an annual basis.

      


      4.3    Awards.
        During the Employment Period, Executive shall be entitled to earn awards
        under
        equity or other plans or programs that the Company may from time to time,
        in its
        discretion, determine to put into effect. The administrator of these plans
        or
        programs shall determine the terms, conditions, performance criteria and
        restrictions of the awards.

      


      4.4    Transaction
        Bonus.
        During the Employment Period, upon consummation of a Change in Control, in
        addition to any other payments or benefits applicable thereto under this
        Agreement, Executive shall be entitled to a Transaction Bonus equal to one
        and
        one half percent (1 1⁄2 %) of the “Transaction Value”, which means the aggregate
        consideration paid in respect of the Transaction, payable in one lump sum
        concurrent with the consummation of the Transaction; provided Executive is
        still
        employed by the Company.


      
        
          
          

        

        
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      4.5    Compensation
        and Benefit Programs.
        During the term of Executive’s employment hereunder, Executive shall be entitled
        to participate in the following plans as they may exist from time to time
        during
        the term hereof, to wit, any and all medical, dental, hospitalization,
        accidental death and dismemberment, disability, travel and life insurance
        plans,
        and any and all other plans as offered by the Company from time to time to
        its
        Executives, including savings, pension, profit-sharing, stock options, and
        deferred compensation plans, subject to the general eligibility and
        participation provisions set forth in such plans.

      


      4.6    Vacation
        Time and Other Benefits.
        Executive shall be entitled to three weeks of vacation without loss of
        compensation each year during the Employment Period. For the purposes of
        this
        Section 4.6, a year shall begin on January 1, 2005. Vacation will be taken
        at
        such times as the Executive and the Corporation shall mutually determine
        and
        provided that no vacation time shall interfere with the duties required to
        be
        rendered by Executive hereunder. Notwithstanding the foregoing, as an officer
        of
        Corporation, Executive is expected to utilize his vacation time judiciously
        and
        so as not to jeopardize the business of the Corporation. Unused vacation
        may not
        be carried forth to the next calendar year without prior written consent
        by the
        Corporation, except that no written consent is required for carrying over
        a
        maximum of seven (7) days to any subsequent year.

      


      4.7    Expense
        Reimbursement.
        Company shall provide the Executive reasonable reimbursement of out-of-pocket
        expenses incurred by him in connection with his duties hereunder, upon
        submission of appropriate documentation, and an automobile allowance, which
        allowance shall not exceed $750 per month.

      


      4.8    Withholding
        Taxes.
        Company shall have the right to deduct or withhold from all payments due
        to
        Executive hereunder any and all sums required for any and all federal, social
        security, state and local taxes, assessments or charges now applicable or
        that
        may be enacted and become applicable in the future.

      


      4.9    Adjustments.
        If the outstanding shares of common stock of the Company are increased,
        decreased or exchanged for a different number or kind of shares or other
        securities, or if additional shares or new or different shares or other
        securities are distributed in respect of such shares of common stock (or
        any
        stock or securities received with respect to such common stock), through
        merger,
        consolidation, sale or exchange of all or substantially all of the properties
        of
        the Company, reorganization, recapitalization, reclassification, stock dividend,
        stock split, reverse stock split, spin-off or other distribution with respect
        to
        such shares of common stock (or any stock or securities received with respect
        to
        such common stock), then the number of shares of common stock shall be equitably
        and appropriately adjusted. Adjustments under this Section 4.9 will be made
        by
        the applicable authority, whose determination as to what adjustments will
        be
        made and the extent thereof will be final, binding and conclusive. No fractional
        interests will be issued from any such adjustments. Notice of any adjustment
        shall be given by Company to Executive and shall be final and binding on
        Executive.

      


      5.    NON-COMPETITION;
        NON-DISCLOSURE; AND RELATED MATTERS.

      


      5.1    Non-Competition.
        During the Employment Period and for a period of 12 months after the termination
        of Executive’s employment with Company for any reason (collectively the
“Restriction Period”), the Executive shall not, either directly or indirectly,
        for himself or any third party, anywhere within or outside the United States
        (a)
        engage in or have any interest in any activity that directly or indirectly
        competes with the business of the Company or of any of its affiliates (which
        for
        purposes hereof shall include all subsidiaries or parent companies of the
        Company, now or in the future during the Employment Period), as conducted
        at any
        time during the Employment Period, including without limitation, accepting
        employment from or providing consulting services to any such competitor,
        owning
        any interest in or being a partner, shareholder or owner of any such competitor,
        (b) solicit, induce, recruit, or cause another person in the employ of the
        Company or its affiliates or who is a consultant or independent contractor
        for
        the Company or its affiliates to terminate his employment, engagement or
        other
        relationship with the Company or its affiliates, or (c) solicit or accept
        business from any individual or entity which shall have obtained the goods
        or
        services of, or purchased goods or services from, the Company or its affiliates
        during the two year period immediately prior to the end of the Employment
        Period
        or which otherwise competes with or engages in a business which is competitive
        with or similar to the business of the Company or any of its affiliates,
        (d)
        call on, solicit or accept any business from any of the actual or targeted
        prospective customers of the Company or its affiliates (the identity of and
        information concerning which constitute trade secrets and Confidential
        Information of the Company) on behalf of any person or entity in connection
        with
        any business competitive with the business of the Company, nor shall the
        Executive make known the names and addresses of such customers or any
        information relating in any manner to the Company’s trade or business
        relationships with such customers, other than in connection with the performance
        of Executive’s duties under this Agreement.


      
        
          
          

        

        
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      5.2    Non-Disclosure.
        The Executive shall not at any time during the
        term hereof or thereafter divulge, communicate, or use in any way, any
        Confidential Information (as hereinafter defined) pertaining to the business
        of
        the Company. Any Confidential Information or data now or hereafter acquired
        by
        the Executive with respect to the business of the Company (which shall include,
        but not be limited to information concerning the Company’s financial condition,
        prospects, technology, customers, suppliers, sources of leads and methods
        of
        doing business) shall be deemed a valuable, special and unique asset of the
        Company that is received by the Executive in confidence and as a fiduciary,
        and
        Executive shall remain a fiduciary to the Company with respect to all of
        such
        information. For purposes of this Agreement, the term “Confidential Information”
includes, but is not limited to, information disclosed to the Executive or
        known
        by the Executive as a consequence of or through his employment by the Company
        (including information conceived, originated, discovered or developed by
        the
        Executive) prior to or after the date hereof, and not generally known, about
        the
        Company or its business. Notwithstanding the foregoing, nothing herein shall
        be
        deemed to restrict the Executive from disclosing Confidential Information
        to the
        extent required by law provided that prior to disclosing any such information
        required by law, Executive shall give prior written notice thereof to Company
        and provide Company with the opportunity to contest the disclosure. The
        Executive shall not disclose, without limitation as to time, Confidential
        Information to any person, firm, Company, association or other entity for
        any
        purpose or reason whatsoever, except (i) to authorized representatives of
        the
        Company, (ii) during the Employment Period, such information may be disclosed
        by
        the Executive as is specifically required by Company in the course of performing
        his duties for the Company, and (iii) to counsel and other advisers of Company
        subject to Company’s prior approval and provided that such advisers agree to the
        confidentiality provisions of this Section 5.2.

      


      5.3    Ownership
        of Developments.
        All copyrights, patents, trade secrets, or other intellectual property rights
        associated with any ideas, concepts, techniques, inventions, processes or
        works
        of authorship developed or created by Executive during the course of performing
        work for the Company or its customers (collectively, the “Work Product”) shall
        belong exclusively to the Company and shall, to the extent possible, be
        considered a work made by the Executive for hire for the Company within the
        meaning of Title 17 of the United States Code. To the extent the Work Product
        may not be considered work made by the Executive for hire for the Company,
        the
        Executive agrees to assign, and automatically assign at the time of creation
        of
        the Work Product, without any requirement of further consideration, any right,
        title, or interest the Executive may have in such Work Product. Upon the
        request
        of the Company, the Executive shall take such further actions, including
        execution and delivery of instruments of conveyance, as may be appropriate
        to
        give full and proper effect to such assignment. All of the foregoing shall
        also
        be deemed Confidential Information for the purposes of Section 5.2,
        above.

      


      5.4    Books
        and Records.
        All books, records, and accounts relating in any manner to the Company (i.e.,
        financial information, customer, supplier, vendor identity, etc.), whether
        prepared by the Executive or otherwise coming into the Executive’s possession,
        shall be the exclusive property of the Company and shall be returned immediately
        to the Company on termination of the Executive’s employment hereunder or
        otherwise on the Company’s request at any time.

      


      5.5    Definition
        of Company.
        Solely for purposes of this Agreement, the term “Company” also shall include any
        existing or future subsidiaries of the Company that are operating during
        the
        time periods described herein and any other entities that directly or
        indirectly, through one or more intermediaries, control, are controlled by
        or
        are under common control with the Company during the periods described
        herein.

      


      5.6    Acknowledgment
        by Executive.
        The Executive acknowledges and confirms that (i) the restrictive covenants
        contained in this Section 5 are reasonably necessary to protect the legitimate
        business interests of the Company, and (ii) the restrictions contained in
        this
        Section 5 (including without limitation the geographic area and length of
        the
        term of the provisions of this Section 5) are not overbroad, overlong, or
        unfair
        and are not the result of overreaching, duress or coercion of any kind. The
        Executive acknowledges and confirms that his special knowledge of the business
        of the Company is or will be such as would cause the Company serious injury
        or
        loss if he were to use such ability and knowledge to the benefit of a competitor
        or were to compete with the Company in violation of the terms of this Section
        5.
        The Executive further acknowledges that the restrictions contained in this
        Section 5 are intended to be, and shall be, for the benefit of and shall
        be
        enforceable by, the Company’s successors and assigns and shall be enforced to
        the fullest extent of the law applicable at the time that Company deems it
        necessary or advisable to enforce the restrictive covenants and other provisions
        of this Section 5.

      


      5.7    Injunctive
        Relief; Damages.
        Because of the difficulty of measuring economic losses to the Company as
        a
        result of a breach of the foregoing covenants in this Section 5, and because
        of
        the immediate and irreparable damage that could be caused to the Company
        for
        which it would have no other adequate remedy, the Executive agrees that the
        foregoing covenants may be enforced by the Company in the event of breach
        by the
        Executive, by injunctions and restraining orders. Nothing herein shall be
        construed as prohibiting the Company from pursuing any other available remedy
        for such breach or threatened breach, including the recovery of
        damages.


      
        
          
          

        

        
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      5.8    Severability;
        Reformation; Independent Covenants.
        The covenants in this Section 5 are severable and separate, and the
        unenforceability of any specific covenant shall not affect the provisions
        of any
        other covenant. Moreover, in the event any court of competent jurisdiction
        shall
        determine that the scope, time or territorial restrictions set forth are
        unreasonable, then it is the intention of the parties that such restrictions
        be
        enforced to the fullest extent which the court deems reasonable, and the
        Agreement shall thereby be reformed. Each covenant and agreement of Executive
        in
        this Section 5 shall be construed as an agreement independent of any other
        provision in this Agreement, and the existence of any claim or cause of action
        by the Executive against the Company (including the affiliates thereof),
        whether
        predicated on this Agreement or otherwise, shall not constitute a defense
        to the
        enforcement by the Company of such covenants or agreements. It is specifically
        agreed that the periods of restriction during which the agreements and covenants
        of the Executive made in this Section 5 shall be effective, shall be computed
        by
        extending such periods by the amount of time during which the Executive is
        in
        violation of any provision of Section 5. The covenants contained in this
        Section
        5 shall not be affected by any breach of any other provision hereof by any
        party
        hereto.

      


      5.9    Survival.
        The obligations of the parties under this Section 5 shall survive the
        termination of this Agreement.

      


      6.    TERMINATION
        OF THE AGREEMENT.

      


      6.1    Termination
        for Cause.
        The Company may terminate Executive’s employment under this Agreement for
“Cause,” at any time, for any of the following reasons: (i) Executive’s
        commission of any act of fraud, embezzlement or dishonesty, (ii) Executive’s
        unauthorized use or disclosure of any confidential information or trade secrets
        of the Company, (iii) any intentional misconduct or violation of the Company’s
        Code of Business Ethics and Conduct by Executive which has a materially adverse
        effect upon the Company’s business or reputation, (iv) Executive’s continued
        failure to perform the major duties, functions and responsibilities of
        Executive’s position after written notice from the Company identifying the
        deficiencies in Executive’s performance and a reasonable cure period of not less
        than thirty (30) days or (v) a material breach of Executive’s fiduciary duties
        as an officer of the Company.

      


      6.2    Effect
        of Termination for Cause.
        In the event of termination of Executive for cause as set forth in Section
        6.1,
        or a voluntary termination by Executive, Executive shall have no right to
        any
        bonuses, salaries, benefits or entitlements other than those accrued or required
        by law or specifically provided under the terms of the applicable agreement,
        instrument or plan document. Payment of any further bonuses or other salaries
        claimed by Executive will be in the sole and absolute discretion of the Board
        of
        Directors of the Company and Executive will have no entitlement
        thereto.

      


      6.3    Disability
        and Death.
        If during the Employment Period Executive should die or suffer any physical
        or
        mental illness that renders him incapable of fulfilling his obligations under
        this Agreement, and such incapacity exists or may properly and reasonably
        be
        expected to exist for more than ninety (90) calendar days in the aggregate,
        the
        Company may, upon five (5) calendar days written notice to Executive, terminate
        this Agreement. The determination of the Company that Executive is incapable
        of
        fulfilling his obligations under this Agreement shall be final and binding
        in
        the absence of fraud or manifest error. In the event of termination under
        this
        Section 6.3, Executive, or his estate, shall be entitled to an amount equal
        to
        six (6) months’ Salary and any other accrued compensation, plus such additional
        benefits, if any, as may be approved by the Company’s Board of Directors.
        Executive, or his estate, shall, upon termination under the terms of this
        Section 6.3, be further entitled to additional compensation, to be calculated
        on
        a pro rata basis according to the number of accrued vacation days, if any,
        not
        taken by Executive during the year defined for the purposes of vacation,
        in
        which Executive was terminated.

      


      6.4    Voluntary
        Termination by Executive at the End of the Employment Term.
        Subject to Section 6.4 of this Section 6, in the event of voluntary termination
        by Executive at the end of the Employment Period, Executive shall be entitled
        only to those amounts that have accrued to the date of termination or are
        expressly payable under the terms of the Company’s applicable benefit plans or
        are required by applicable law. The Company may, in its sole and absolute
        discretion, confer such other benefits or payments as it determines, but
        Executive shall have no entitlement thereto.

      


      6.5    Termination
        by Company during the Employment Term.
        Subject to Section 6.5 of this Section 6, in the event of termination by
        the
        Company other than at the end of the Employment Term, other than for Cause
        under
        Section 6.1, Executive shall be entitled to (i) an amount equal to six (6)
        months annual base salary paid in equal monthly installments, (ii) the product
        of (I) any Awards described in Section 4.3 which Executive can show that
        he
        reasonably would have received had Executive remained in such Executive capacity
        with the Company through the end of the calendar year or six (6) months after
        the Date of Termination, whichever is greater, in which occurs Executive’s Date
        of Termination, multiplied by (II) a fraction, the numerator of which is
        the
        number of days in the calendar year in which the Date of Termination occurs
        through the Date of Termination and the denominator of which is 365, but
        only to
        the extent not previously vested, exercise and/or paid; provided that any
        payments pursuant to this Section 6.5(ii) shall be made within 30 days following
        the end of the calendar year in which occurs Executive’s Date of Termination;
        (iii) for six (6) months following the Date of Termination, Company shall
        continue to provide medical and dental benefits only to Executive on the
        same
        basis as such benefits are provided during such period to the senior executive
        officers of Company; provided, however, that if Company’s welfare plans do not
        permit such coverage, Company will provide Executive the medical benefits
        (with
        the same after tax effect) outside of such plans, and (iv) to the extent
        not
        theretofore paid or provided, Company shall timely pay or provide to Executive
        any other amounts or benefits which Executive is entitled to receive through
        the
        Date of Termination under any plan, program, policy or practice or contract
        or
        agreement, including accrued vacation to the extent unpaid (such other amounts
        and benefits shall be hereinafter referred to as the "Other
        Benefits").


      
        
          
          

        

        
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      6.6    Termination
        Following Change in Control.
        If the Company or any successor terminates this Agreement at any time during
        the
        Employment Period following a Change in Control of the Company: (i) Executive
        shall be entitled to an amount equal to the Salary which would otherwise
        be
        payable over the remaining term of this Agreement; and (ii) any outstanding
        Awards (including substituted shares of the acquiring or surviving Company
        in
        the case of a merger or acquisition) held by Executive or other benefits
        under
        any Company plan or program, which have not vested in accordance with their
        terms will become fully vested and exercisable at the time of such
        termination.

      


      7.    DEFINITIONS.
        As used in this Agreement, the following terms shall have the following
        meanings:

      


      7.1    "Change
        in Control" means an Ownership Change Event or series of related Ownership
        Change Events (collectively, a "Transaction")
        in which the stockholders of the Company immediately before the Transaction
        do
        not retain immediately after the Transaction, direct or indirect beneficial
        ownership of more than fifty percent (50%) of the total combined voting power
        of
        the outstanding voting securities of the Company or, in the case of an Ownership
        Change Event, the entity to which the assets of the Company were transferred.
        An
"Ownership
        Change Event"
        shall be deemed to have occurred if any of the following occurs with respect
        to
        the Company: (i) the direct or indirect sale or exchange by the
        stockholders of the Company of all or substantially all of the voting stock
        of
        the Company; (ii) a merger or consolidation in which the Company is a
        party; (iii) the sale, exchange, or transfer of all or substantially all of
        the assets of the Company (other than a sale, exchange or transfer to one
        or
        more subsidiaries of the Company); or (iv) a liquidation or dissolution of
        the Company. The sole exception to Change in Control and Ownership Change
        Event
        as described above shall be any Change in Control or Ownership Change Event
        that
        may result from the death or incapacity of Richard J. Kurtz wherein his interest
        is transferred to his heirs only. In such event for the purposes hereof,
        no
        Change in Control or Ownership Change Event shall be deemed to have
        occurred.

      


      7.2    "Disability"
        means Executive’s absence from his duties with Company on a full-time basis for
        90 days during any consecutive twelve-month period as a result of incapacity
        due
        to mental or physical illness as determined by a physician selected by Company
        and acceptable to Executive. If Company determines in good faith that
        Executive’s Disability has occurred during the Employment Period, it may give
        Executive written notice in accordance with Section 6.3 of this Agreement
        of its
        intention to terminate Executive’s employment. In such event, Executive’s
        employment shall terminate effective on the thirtieth (30th) day after
        Executive’s receipt of such notice (the "Disability Effective Date"), unless,
        within the thirty (30) days after such receipt, Executive shall have been
        cleared by the physician to return to work and has returned to full-time
        performance of his duties.

      


      8.    ASSIGNMENT.
        Executive shall not have the right to assign or delegate his rights or
        obligations hereunder, or any portion thereof, to any other person.

      


      9.    GOVERNING
        LAW.
        This Agreement shall be governed by and construed in accordance with the
        laws of
        the State of Florida without regard to its conflict of laws principles to
        the
        extent that such principles would require the application of laws other than
        the
        laws of the State of Florida. Venue for any action brought hereunder shall
        be
        exclusively in Broward County, Florida and the parties hereto waive any claim
        that such forum is inconvenient.

      


      10.   ARBITRATION.
        Any dispute between the parties to this Agreement in connection with, arising
        out of or asserting breach of this Agreement, or any statutory or common
        law
        claim by Executive relating to Executive's employment hereunder, shall be
        exclusively resolved by binding statutory arbitration. Such dispute shall
        be
        submitted to arbitration in the city of Fort Lauderdale, County of Broward,
        state of Florida, before a panel of three neutral arbitrators in accordance
        with
        the Commercial Rules of the American Arbitration Association then in effect,
        and
        the arbitration determination resulting from any such submission shall be
        final
        and binding upon the parties hereto. Judgment upon any arbitration award
        may be
        entered in any court of competent jurisdiction.


      
        
          
          

        

        
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      11.   ENTIRE
        AGREEMENT.
        This Agreement constitutes the entire agreement between the parties hereto
        with
        respect to the subject matter hereof and, upon its effectiveness, shall
        supersede all prior agreements, understandings and arrangements, both oral
        and
        written, between the Executive and the Company with respect to such subject
        matter. This Agreement may not be modified in any way unless by written
        instrument signed by both the Company and the Executive. No provision of
        this
        Agreement may be modified or waived unless such modification or waiver is
        agreed
        to in writing and signed by Executive and by a duly authorized officer of
        the
        Company. No waiver by either party hereto at any time of any breach by the
        other
        party hereto of, or compliance with, any condition or provision of this
        Agreement to be performed by such other party shall be deemed a waiver of
        similar or dissimilar provisions or conditions at the same or at any prior
        or
        subsequent time. Failure by Executive or the Company to insist upon strict
        compliance with any provision of this Agreement or to assert any right Executive
        or the Company may have hereunder shall not be deemed to be a waiver of such
        provision or right or any other provision or right of this
        Agreement.

      


      12.   NOTICES.
        All notices required or permitted to be given hereunder shall be in writing
        and
        shall be personally delivered by courier, sent by registered or certified
        mail,
        return receipt requested or sent by confirmed facsimile transmission addressed
        as set forth herein. Notices personally delivered, sent by facsimile or sent
        by
        overnight courier shall be deemed given on the date of delivery and notices
        mailed in accordance with the foregoing shall be deemed given upon the earlier
        of receipt by the addressee, as evidenced by the return receipt thereof,
        or
        three (3) days after deposit in the U.S. mail. Notice shall be sent (i) if
        to
        Company, addressed to Corporate Secretary at Quorum Business Center, Deerfield
        Beach, Florida 33442 with a copy to Sader & LeMaire, P.A., 1901 West Cypress
        Creek Road, Suite 415, Fort Lauderdale, Florida 33309, Attention: Robert
        L.
        Sader, Esquire, and (ii) if to Executive, to his address as reflected on
        the
        payroll records of the Company, or to such other address as either party
        hereto
        may from time to time give notice of to the other.

      


      13.   BENEFITS;
        BINDING EFFECT.
        This Agreement shall be for the benefit of and binding upon the parties hereto
        and their respective heirs, personal representatives, legal representatives,
        successors and, where applicable, assigns, including, without limitation,
        any
        successor to the Company, whether by merger, consolidation, sale of stock,
        sale
        of assets or otherwise.

      


      14.   SEVERABILITY.
        The invalidity of any one or more of the words, phrases, sentences, clauses
        or
        sections contained in this Agreement shall not affect  the
        enforceability of the remaining portions of this Agreement or any part thereof.
        If any invalidity is caused by length of time or size of area, or both, the
        otherwise invalid provision will be considered to be reduced to a period
        or area
        which would cure such invalidity.

      


      15.   CONSTRUCTION.
        This Agreement shall be construed without regard to any presumption or other
        rule requiring construction against the party causing the drafting hereof,
        each
        party having been given the opportunity to be represented by counsel of their
        choice in connection with the negotiation of this Agreement.

      


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

      


      
        	 	 	 	 	
                IFT
                  CORPORATION

              	 
	 	
                WITNESS

              	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
                /s/
                  Tiffany Wells

              	 	 	 	 
	 	 	 	
                By:

              	
                /s/
                  Richard J. Kurtz

              	 
	 	
                Tiffany
                  Wells

              	 	Name:	Richard
                J. Kurtz	 
	 	 	 	Title:	Chairman
                of the
                Board	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
                WITNESS

              	 	 	
                EXECUTIVE:

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
                /s/
                  Kelly Shannon-Hicks

              	 	 	 	 
	 	 	 	
                By:

              	
                /s/
                  Michael T. Adams

              	 
	 	
                Kelly
                  Shanon-Hicks

              	 	Name:	Michael
                T. Adams