PUBLIC
      COMPANY MANAGEMENT CORPORATION

    


    EMPLOYMENT
      AGREEMENT 

    


    This
      Employment Agreement (the “Agreement”), entered into this 1st day of November,
      2006 (the “Effective Date”), BY and BETWEEN Public Company Management
      Corporation (the “Company”), a Nevada corporation, whose address for this
      Agreement is 5770 El Camino Road, Las Vegas, NV 89118 and Joshua A. Gottesman,
      CPA, (the “Employee”), whose mailing address for this Agreement is 8232 Ocean
      Terrace Way, Las Vegas, Nevada 89128.

    


    A.           
      The
      Employee will be one of the key executives of the Company and has experience
      in
      several areas of business of which the Company is involved.

    


    B.           
      The
      Company wishes to employ the Employee as Treasurer and Chief Financial Officer
      (hereinafter defined as CFO) to serve as the principal financial officer and
      principal accounting officer and the Employee wishes to provide these officer
      services to the Company in the capacity of the same. 

    


    THEREFORE,
      in consideration of the recitals, the following representations and covenants
      and the payment of one dollar made by each party to the other, the receipt
      and
      sufficiency of which is acknowledged by each party, the parties agree on the
      following terms:

    


    1.0          
      ENGAGEMENT
      AND DURATION

    


    1.1          
      The
      Company hereby engages the services of the Employee for the position CFO of
      the
      Company, and the Employee hereby accepts such engagement and agrees to perform
      the services to the best of his ability and in accordance with terms and
      conditions of this Agreement.

    


    1.2          
      The
      Company shall employ the Employee for a term commencing on the Effective Date
      and expiring on October 31, 2007 (the “Term”). Mutually agreeable extensions by
      both parties will be accepted per agreement of both parties and compensation
      milestones set forth in subsection 3.2.1 will extend into any extension or
      ongoing future employment agreement if they have yet to be fulfilled.


    


    2.0         
      DUTIES

    


    2.1         
      The
      Employee shall, pursuant to this Agreement, perform all duties customarily
      performed by an Employee with like titles and positions of a small,
      publicly-held corporation engaged in a business similar to the Company’s
      business, which includes, but is not limited to the following: 

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    	(a) 
             	
            Financial
              and Accounting Oversight - Maintain the Company’s disclosure controls and
              procedures (as defined below) and internal control over financial
              reporting; assist in evaluating the effectiveness of the Company’s
              disclosure controls and procedures as of the end of each fiscal quarter
              and the effectiveness of the Company’s internal control over financial
              reporting as of the end of each fiscal year; assist in evaluating any
              change in the Company's internal control over financial reporting,
              that
              occurred during each of the fiscal quarters that has materially affected,
              or is reasonably likely to materially affect, the Company’s internal
              control over financial reporting; evaluate, design and coordinate
              accounting functions for the Company; communicate with the Board of
              Directors or Audit Committee, if applicable, or both regarding the
              Company’s disclosure controls and procedures, internal control over
              financial reporting or any changes or revisions thereto; and establish
              financial policies and procedures for the Company. The term disclosure
              controls and procedures means controls and other procedures of the
              Company
              that are designed to ensure that information required to be disclosed
              by
              the Company in the reports that it files or submits under the Securities
              Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
              processed, summarized and reported, within the time periods specified
              in
              the Securities and Exchange Commission's rules and forms including,
              without limitation, controls and procedures designed to ensure that
              information required to be disclosed by the Company in the reports
              that it
              files or submits under the Exchange Act is accumulated and communicated
              to
              the Company’s management, including its principal executive and principal
              financial officers, or persons performing similar functions, as well
              as
              the Board of Directors, or Audit Committee, if applicable or both and
              the
              Company’s principal independent accountants as appropriate to allow timely
              decisions regarding required disclosure. The term internal control
              over
              financial reporting means a process designed by, or under the supervision
              of, the Company's principal executive and principal financial officers,
              or
              persons performing similar functions, and effected by the Board of
              Directors, management and other personnel, to provide reasonable assurance
              regarding the reliability of financial reporting and the preparation
              of
              financial statements for external purposes in accordance with generally
              accepted accounting principles (“GAAP”) within the United States and
              includes those policies and procedures that (i) pertain to the maintenance
              of records that in reasonable detail accurately and fairly reflect
              the
              transactions and dispositions of the assets of the Company; (ii) provide
              reasonable assurance that transactions are recorded as necessary to
              permit
              preparation of financial statements in accordance with GAAP, and that
              receipts and expenditures of the Company are being made only in accordance
              with authorizations of management and directors of the Company; and
              (iii)
              provide reasonable assurance regarding prevention or timely detection
              of
              unauthorized acquisition, use or disposition of the Company's assets
              that
              could have a material effect on the financial
              statements.

          


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    	(b) 
             	
            Financial
              Management - direct the Company’s overall financial plans and accounting
              policies, designs and coordinate financial management, accounting and
              statistical data and reports as required to measure the Company’s
              financial performance; oversee all financial functions including
              accounting, budget, credit, insurance, tax and treasury; analyze current
              and projected cash balances and invests available funds to maximize
              income
              within guidelines established by the Board of Directors; coordinate
              the
              budget process for operating and capital budgets to provide an effective
              planning and performance measurement tool; direct and manage the financial
              programs and supporting information systems of the Company to include
              budgeting, receipt of revenue, expenditure of funds and conservation
              of
              assets; establish and maintain financial records systems in accordance
              with GAAS and accounting principles; coordinate the preparation of
              financial statements, financial reports, special analyses and information
              reports; develop, implement, interpret and coordinate the application
              of
              finance, accounting, billing and audit procedures; provide strategic
              consultation and representation to management on financial issues,
              to
              include financial analysis and projections, cost identification and
              allocation, and revenue and expense analyses; provide consultative
              support
              to management in planning initiatives, through management and financial
              information analyses, reports and recommendations; establish and implement
              short- and long-range organizational goals, objectives, policies, and
              operating procedures; monitor and evaluate operational effectiveness;
              effect changes needed for improvement; develop and direct the
              implementation of strategic business and/or operational plans, projects,
              programs, and systems, as appropriate to the objectives of the Company;
              provide strategic and operational direction to the Company’s finance and
              accounting departments; assist CEO in establishing financial strategic
              objectives and operating policies and procedures to ensure attainment
              of
              corporate objectives; evaluate results within business to determine
              if
              financial objectives are being met; and responsible for the direction
              of
              the following functions: finance, accounting, bonding, risk management,
              project controls and information
              technology.

          


    	 	 


    	(c)
              	
            Financial
              Due Diligence of Clients - Perform due diligence reviews of financial
              information of current and potential clients of the Company; conduct
              pre-client business qualification screening and financial forecasting;
              and
              negotiate and develop consulting services and other contracts with
              clients.

          


    


    2.2        
      The
      Employee shall use his best efforts to promote the interests of the Company
      and,
      to the extent necessary to discharge the responsibilities assigned to the
      Employee, perform faithfully and efficiently such responsibilities.

    


    2.3          Employee
      agrees to devote approximately 4 hours a day toward his duties and the Company
      acknowledges that Employee will have time-conflicting obligations as they relate
      to his employer, Gregory E. Bruce, Chtd, dba Bruce & Gottesman, CPAs and
      Consultants. Employee will use his best efforts to balance his obligations
      to
      the Company pursuant to this Agreement and his obligations to Bruce &
Gottesman, CPAs and Consultants.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    2.4          The
      Employee shall report directly and only to Mr. Stephen Brock.

    


    2.5          The
      Employee shall primarily perform his duties offsite in Las Vegas, Nevada or
      while traveling, yet he will also make a best effort to work at the Company’s
      office at 5770 El Camino Road, Las Vegas, Nevada 89118 for approximately three
      days per month or, during the periods beginning as of the end of each fiscal
      quarter or the end of the fiscal year and ending on the date that the respective
      periodic report is filed under the Exchange Act, such number of additional
      days
      per month that may be reasonably necessary for timely filing of such reports,
      or
      at such other location as shall be approved by the Company’s board of
      directors.

    


    2.6          The
      Employee will, subject to the terms of this Agreement, comply promptly and
      faithfully with the Company’s reasonable instructions, directions, requests,
      rules and regulations as may be expected of a part-time employee. The Company
      shall not be deemed to have waived the right to require the Employee to perform
      any duties hereunder by assigning the Employee to any other duties or services
      or by assigning another individual to perform the duties of the Employee.


    


    2.7          
      In
      the
      event of a change of control of the Company, the Employee shall continue to
      serve the Company in the same capacity and have the same authority,
      responsibilities and status as he had as of the date immediately prior to the
      change of control. Following a change of control, the Employee’s services shall
      be performed at such location as may be mutually agreed upon between the Company
      and the Employee. For the purposes of this Agreement, a “change of control”
shall be deemed to have occurred when:

    


    	(a)
              	
            a
              person other than the current control person of the Company becomes
              a
              control person; or

          


    


    	(b)
              	
            a
              majority of the directors elected at any annual or special general
              meeting
              of shareholders of the Company are not individuals nominated by the
              Company’s then-incumbent board of
              directors.

          


    


    3.0         
      REMUNERATION
      AND BENEFITS

    


    
      	
              3.1

            	
              Cash
                Salary, Stock Compensation and Signing
                Bonus

            


    

    


    The
      Employee shall initially receive $2,000 per month for his services during the
      Term of this Agreement (“Cash Salary”). During the Term of this Agreement, the
      Employee will also receive an aggregate of 120,000 S-8 Shares (as defined below)
      of common stock of the Company (“Stock Compensation”) which shall accrue monthly
      in equal amounts of 10,000 shares per month and are payable quarterly. Employee
      received 25,000 shares of the Company’s common stock as a signing
      bonus.

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    3.2          
      Compensation
      Milestones and Bonuses

    


    3.2.1       
      If
      during
      the Term of this Agreement the milestones listed below are met, the Employee
      shall receive the amount of shares of restricted and/or registered common stock
      of the Company as a bonus (the “Stock Bonus”) as listed after each milestone:


    


    	§  	
            Per
              quoted or listed company: 25,000 shares of the Company’s common stock
              which will be restricted shares within the meaning of Rule 144 of the
              Securities Act of 1933, as amended (“Restricted
              Shares”);

          


    	§  	
            Any
              new funding/financing received by the Company from unaffiliated parties
              introduced to the Company by the Employee: 40,000 shares of which 50%
              will
              be Restricted Shares and 50% will be registered on Form S-8 and bear
              a
              legend regarding the Employee’s status as an affiliate within the meaning
              of Rule 144 (“S-8 Shares”);

          


    	§  	
            The
              Company files a Form 10-KSB for the Term on or before the 40th day
              after
              the end of its fiscal year: 35,000 Restricted
              Shares;

          


    	§  	
            The
              Company files a Form 10-QSB during the Term on or before the 25th day
              after the end of the fiscal quarter: 10,000 Restricted
              Shares;

          


    	§  	
            Delivery
              of the completed and up-to-date QuickBooks file of the Company to the
              Company’s management delivered on or before the 5th day after the end of a
              month: 1,500 Restricted Shares;

          


    	§  	
            Billing
              software installed, managed and in operation for two full quarters:
              5,000
              Restricted Shares;

          


    	§  	
            Monthly
              reporting for job costing and actual or pro forma invoices distributed
              to
              all active and slow performing clients on or before the 5th day after
              the
              end of the month: 1,500 Restricted
              Shares;

          


    	§  	
            The
              Company’s common stock trades on the American Stock Exchange (the “Amex”),
              the National Association of Securities Dealers Automated Quotation
              System
              (the “NASDAQ”), the New York Stock Exchange (the “NYSE”) (or any successor
              to such entities) or any other national securities exchange: 25,000
              Restricted Shares;

          


    	§  	
            The
              Company’s net realized cash income is $1,000,000 or more during the fiscal
              year ending September 30, 2007, or during any interim period beginning
              after the Effective Date and ending prior to September 30, 2007: 85,000
              shares, of which 50% will be Restricted Shares and 50% will be S-8
              Shares.

          


    


    The
      Stock
      Bonus pursuant to this subsection 3.2.1 is payable quarterly. For purposes
      of
      this subsection 3.2.1, the term “publicly traded companies” means any existing
      or new client of the Company whose common stock is not cleared for quotation
      on
      the over-the-counter Bulletin Board, the NASDAQ, the Amex or the NYSE as of
      the
      Effective Date, but such common stock becomes cleared for quotation on any
      one
      of such quotation systems or exchanges during the Term of this
      Agreement.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    3.3            
      Reimbursement
      of Expenses

    


    3.3.1        
      The
      Company shall reimburse the Employee for all reasonable expenses incurred by
      the
      Employee in the performance of his duties pursuant to this Agreement upon the
      Employee providing the Company with receipts for such expenses. Such
      reimbursable expenses shall not include customary day-to-day office expenses,
      including but not limited to copies, faxes, and office supplies.

    


    3.3.2        
      The
      Company shall reimburse Employee during the Term of this Agreement up to an
      aggregate of $4,000 of the costs to establish and/or maintain one or more trusts
      within or outside of the United States for the Employee’s asset protection
      purposes.

    


    3.4            
      Paid
      Time Off and Other Benefits

    


    3.4.1        
      Employee
      will be entitled to six weeks of paid time off during the Term of this
      Agreement. All Cash Compensation, Stock Compensation and Stock Bonus provided
      for in this Agreement shall accrue during Employee’s paid time off and continue
      to be payable as provided for in this Agreement. 

    


    3.4.2         In
      addition to any other compensation or benefits to be received by the Employee
      pursuant to this Agreement, the Employee shall be entitled to participate in
      all
      Employee benefits which the Company may from time to time provide to its key
      officers, employees and/or consultants.

    


    3.5           
      Indemnification

    


    3.5.1        
      The
      Company shall to the fullest extent permitted by law or as set forth in the
      Articles of Incorporation, and any future amendments, and the Bylaws of the
      Company, indemnify, defend and hold harmless Employee from and against any
      and
      all claims, demands, proceedings, liabilities, damages, losses and expenses
      (including attorney's fees, court costs and disbursements) arising out of the
      fact that he is or was serving as Employee of the Company, or the performance
      of
      his duties hereunder except in the case of Employee’s gross negligence, willful
      misconduct, criminal conduct or violations of law.

    


    3.6          
      Insurance

    


    3.6.1       
      In
      the
      event that the Company obtains director or officer insurance covering any person
      during the Term of this Agreement, the Company will also take reasonable
      measures to obtain such insurance covering Employee. 

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    3.7          
      Taxes

    


    3.7.1       
      Employee
      shall be responsible for the payment of all taxes to the Internal Revenue
      Service as well as any taxes payable in the United States including taxes
      payable to any state or local jurisdiction. Employee indemnifies the Company
      with respect to the payment of any and all taxes owing and due for Cash
      Compensation, Stock Compensation or Stock Bonus.

    


    4.0          
      RESTRICTIVE
      COVENANTS

    


    4.1           
      Non-Competition
      

    


    4.1.1        
      During
      the Term of this Agreement and for three months following termination of this
      Agreement as provided in section 5.0 hereof, the Employee shall not directly
      or
      indirectly:

    


    	(a)  	
            own,
              operate, manage, control, invest, participate in any manner or have
              any
              interest in;

          


    


    	(b)  	
            act
              as an officer, director, agent, employee, advisor or consultant of;
              or

          


    


    	(c)  	
            assist
              in any way or in any capacity, any person, firm, association, partnership,
              corporation or other entity which is, 

          


    


    a
      business that is the same or substantially similar to and/or competes with
      the
      business then engaged in by the Company (the “Competitive Entity”) anywhere in
      the United States (the “Territory”).

    


    4.1.2       
      The
      restriction set out in subsection 4.1.1(a) above shall not apply to the
      collective, direct or indirect, ownership of Employee and his associates (as
      such term is defined in Regulation 14(A) promulgated under the Exchange Act,
      as
      in effect on the date first written above) of less than an aggregate of ten
      (10%) of the securities of any Competitive Entity, but only if such investment
      is of a totally passive nature and does not involve Employee devoting time
      to
      the management or operations of such Competitive Entity and Employee is not
      otherwise involved in the business of such Competitive Entity.

    


    4.1.3       
      The
      Employee acknowledges that the restrictions contained in this subsection 4.1
      are
      reasonable; however, in the event that any court should determine that any
      of
      the restrictive covenants contained in subsection 4.1.1 or 4.1.2 of this
      Agreement, or any part thereof, are unenforceable because of the duration of
      such provision or the area covered thereby, such court shall have the power
      to
      reduce the duration or area of such provision and, in its reduced form, such
      provision shall then be enforceable and shall be enforced.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    4.1.4      
      Nothing
      in this section 4.0 shall restrict or preclude Employee from engaging in any
      manner in the business of Bruce & Gottesman, CPAs and Consultants as
      conducted by Bruce & Gottesman, CPAs and Consultants as of the Effective
      Date.

    


    4.2          
      Delivery
      of Records 

    


    4.2.1       
      Upon
      the
      termination of the Employee’s employment with the Company, the Employee will
      deliver to the Company all books, records, lists, brochures and other property
      belonging to the Company or developed in connection with the business of the
      Company.

    


    4.3          
      Confidentiality

    


    4.3.1      
      The
      term
“Confidential Information” means any and all information concerning the business
      of the Company which the Employee may receive or develop as a result of his
      employment. All documents, procedures, policies, programs, reports, plans,
      proposals, technical information, know-how, systems and other information unique
      to the Company, its customers or principals, received or developed by the
      Employee are the property of the Company and/or such parties. The Employee
      shall
      not make any unauthorized disclosure or use of and shall use his best efforts
      to
      prevent publication or disclosure or use of Confidential
      Information.

    


    4.3.2     
      The
      Employee acknowledges that any unauthorized disclosure or use of Confidential
      Information by the Employee may result in material damages to the Company and
      consents to the issuance of an injunction or other equitable remedy to prohibit,
      prevent or enjoin unauthorized disclosure or use of Confidential Information
      by
      the Employee.

    


    4.3.3       Except
      as
      authorized by the Company, the Employee will not:

    


    	(a) 
              	
            duplicate,
              transfer or disclose nor allow any other person to duplicate, transfer
              or
              disclose any of the Company’s Confidential
              Information;

          


    


    	(b) 
              	
            use
              the Company’s Confidential Information without the prior written consent
              of the Company; or

          


    


    	(c) 
              	
            incorporate,
              in whole or in part, within any domestic or foreign patent application
              any
              proprietary or Confidential Information disclosed by the
              Company.

          


    


    4.3.4      
      The
      Employee will safeguard all Confidential Information at all times so that it
      is
      not exposed to or used by unauthorized persons, and will exercise at least
      the
      same degree of care to protect all Confidential Information whether or not
      developed by the Employee.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    4.3.5       The
      restrictive obligations set forth above shall not apply to the disclosure or
      use
      of information which:

    


    	(a) 
              	
            is
              or later becomes publicly known under circumstances involving no breach
              of
              this Agreement by the Employee;

          


    


    	(b) 
              	
            is
              already known to the Employee at the time of receipt of the Confidential
              Information from the Company;

          


    


    	(c) 
              	
            is
              lawfully made available to the Employee by a third party having the
              right
              to disclose it to Employee without violation of any obligation to the
              Company; or

          


    


    	(d) 
              	
            is
              required to be disclosed by the Employee pursuant to legal process
              (e.g.,
              a subpoena), provided that Employee notifies the Company immediately
              upon
              receiving or becoming aware of the legal process in
              question.

          


    


    4.3.6      
      If
      the
      Employee contends that any such information disclosed to him by the Company
      is
      in the public domain or was in the possession of the Employee prior to such
      disclosure and not under an obligation of confidence, the Employee will, within
      ten days of receipt by the Employee of such disclosure give written notice
      of
      such contention to the Company, which written notice shall include a complete
      identification of the information in question and the derivation thereof,
      including particulars of any contract in which the Employee or any other person
      has made use of such concept or information. If the Employee has not within
      ten
      days of receipt by the Employee of such disclosure given such written notice
      to
      the Company, then it shall be conclusively presumed that all information
      communicated by the Company to the Employee concerning the development
      originated with the Company and constitutes secret and confidential information
      and know-how.    

     

    4.3.7       The
      Employee hereby certifies that he has not brought and will not bring with the
      Employee to the Company or use while performing his Employee duties for the
      Company any materials or documents of a former employer of the Employee which
      are not generally available to the public except the know-how to which the
      right
      to use has been duly licensed to the Company by such former employer. The
      Employee understands that while employed by the Company, the employer is not
      to
      breach any obligation of confidence or duty and the Employee agrees that he
      will
      fulfill all such obligations during his employment with the
      Company.

    


    4.3.8      
      No
      patent
      right or licenses are guaranteed by this Agreement and patent rights or licenses
      now or developed during the Term of this Agreement are the property of the
      Company. The disclosure of Confidential Information under this Agreement shall
      not result in any obligation for either party to grant any rights in its patent
      rights or confidential information, and no other obligations of any kind are
      assumed by or implied against either party, except for those stated in this
      Agreement.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    4.3.9       The
      provision of section 4.3 shall survive the termination of this
      Agreement.

    


    5.0        
      TERMINATION 

    


    5.1         The
      Company may terminate the Employee’s employment under this Agreement at any time
      upon the occurrence of any of the following events:

    


    	(a)     	
            the
              Employee acting unlawfully, dishonestly, negligently, incompetently
              or in
              bad faith;

          


    


    	(b) 
              	
            the
              conviction of the Employee of a felony;

          


    


    	(c) 
              	
            the
              Employee becoming permanently disabled or disabled for a period exceeding
              90 consecutive days or 90 days calculated on a cumulative basis during
              the
              Term of this Agreement;

          


    


    	(d) 
              	
            the
              breach or default of any term of this Agreement by the Employee if
              such
              breach or default has not been remedied to the reasonable satisfaction
              of
              the Company within 14 days after written notice of the breach or default
              has been delivered by the Company to the Employee;
              or

          


    


    	(e) 
              	
            at
              the will of the Company, upon 30 days written notice to the Employee
              by
              the Company upon a decision by the Company’s President, which decision
              shall be in the President’s sole
              discretion.

          


    


    5.2          The
      Employee may terminate his obligations under this Agreement:

    


    	(a) 
              	
            at
              any time after the expiring of 120 days of the date on which there
              is a
              change of control, as described in subsection 2.7 of this Agreement
              or the
              Company has a successor as described in subsection 14.1 of this Agreement;
              

          


    


    	(b) 
              	
            upon
              the default or breach of any term of this Agreement by the Company
              if such
              breach or default has not been remedied or is not being remedied to
              the
              reasonable satisfaction of the Employee, within 14 days after written
              notice of the breach or default has been delivered by the Employee
              to the
              Company; or

          


    


    	(c) 
              	
            at
              the will of the Employee, upon 30 days written notice to the Company
              by
              the Employee. 

          


    


    5.3        
      In
      the
      event of the termination of the Employee's employment under this Agreement,
      Employee will be entitled only to the Cash Compensation, Stock Compensation
      and
      Stock Bonus earned by Employee hereunder as of the date of such termination.
      The
      Employee shall not be entitled to a severance of any kind upon termination
      of
      this Agreement for any reason.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    5.4          The
      rights of the Company and the Employee under this section 5.0 are in addition
      to
      and not in derogation of any other remedies which may be available to the
      Company or the Employee at law or in equity.

    


    6.0         
      PERSONAL
      NATURE

    


    6.1         
      This
      Agreement is personal in nature and is entered into based upon the singular
      skill, qualifications and experience of the Employee.

    


    7.0         
      RIGHT
      TO USE EMPLOYEE’S NAME AND LIKENESS 

    


    7.1         
      The
      Employee hereby grants to the Company the right to use the Employee’s name,
      likeness and/or biography in connection with the services performed by the
      Employee under this Agreement and in connection with the advertising or
      exploitation of any project with respect to which the Employee performs services
      for the Company.

    


    8.0         
      WAIVER

    


    8.1         
      No
      consent or waiver, express or implied, by any party to this Agreement of any
      breach or default by the other party in the performance of its obligations
      under
      this Agreement or of any of the terms, covenants or conditions of this Agreement
      shall be deemed or construed to be a consent or waiver of any subsequent or
      continuing breach or default in such party’s performance or in the terms,
      covenants and conditions of this Agreement. The failure of any party to this
      Agreement to assert any claim in a timely fashion for any of its rights or
      remedies under this Agreement shall not be construed as a waiver of any such
      claim and shall not serve to modify, alter or restrict any such party's right
      to
      assert such claim at any time thereafter.

    


    9.0        
      NOTICES

    


    9.1        
      Any
      notice relating to this Agreement or required or permitted to be given in
      accordance with this Agreement shall be in writing and shall be personally
      delivered or mailed by registered mail, postage prepaid to the address of the
      parties set out on the first page of this Agreement. Any notice shall be deemed
      to have been received if delivered, when delivered, and if mailed, on the fifth
      day (excluding Saturdays, Sundays and holidays) after the mailing thereof.
      If
      normal mail service is interrupted by strike, slowdown, or other cause, a notice
      sent by registered mail will not be deemed to be received until actually
      received and the party sending the notice shall utilize any other services
      which
      have not been so interrupted or shall deliver such notice in order to ensure
      prompt receipt thereof.

    


    9.2        
      Each
      party to this Agreement may change its address for the purpose of this section
      9.0 by giving written notice of such change in the manner provided for in
      subsection 9.1 hereof.

    


    
      
         

      

      
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    10.0     
      APPLICABLE
      LAW

    


    10.1      
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada and the federal laws of the United States applicable therein,
      which shall be deemed to be the proper law hereof. The parties hereto hereby
      submit to the jurisdiction of the courts of Clark County, Las Vegas,
      Nevada.

    


    11.0      
      SEVERABILITY 

    


    11.1       
      If
      any
      provision of this Agreement for any reason be declared invalid or unenforceable,
      such declaration shall not effect the validity or enforceability of any
      remaining portion of this Agreement, which remaining portion shall remain in
      full force and effect as if this Agreement had been executed with the invalid
      or
      unenforceable portion thereof eliminated and is hereby declared the intention
      of
      the parties that they would have executed the remaining portions of this
      Agreement without including therein any such part, parts or portion which may,
      for any reason, be hereafter declared invalid or unenforceable.

    


    12.0      ENTIRE
      AGREEMENT

    


    12.1      
      This
      Agreement constitutes the entire agreement between the parties hereto and there
      are no representations or warranties, express or implied, statutory or otherwise
      other than set forth in this Agreement and there are no agreements collateral
      hereto other than as are expressly set forth or referred to herein. This
      Agreement cannot be amended or supplement except by a written agreement executed
      by both parties hereto, provided that if the Company becomes listed on the
      Amex,
      NASDAQ or NYSE, the Company and the Employee shall reasonably renegotiate the
      terms of this Agreement to the extent such terms are inconsistent with the
      rules
      and relations of such exchange or quotation system. 

    


    13.0      
      ARBITRATION

    


    13.1      
      In
      the
      event of any dispute arising in the determination of the compensation to be
      paid
      pursuant to subsection 5.0 hereof or of the Employee's salary as set out in
      this
      Agreement, the matter in dispute shall be referred to the auditors of the
      Company for determination. If the auditors cannot agree on a determination
      of
      the matter in dispute within ten days following the referral to them, the matter
      in dispute shall be referred to a single arbitrator under the Arbitration Act
      then in effect federally, and the arbitration shall take place in Clark County,
      Las Vegas, Nevada.

    


    14.0      
      LIMITATIONS
      ON ASSIGNABILITY

    


    14.1 Employee’s
      duties and responsibilities under this Agreement are not assignable or delegable
      in whole or in part. The Company may assign this Agreement to a successor
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      to
      all or substantially all of the business and/or assets of the Company; provided,
      however, that the Company will require any successor to assume expressly and
      agree to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had taken
      place. As used in this Agreement, "the Company" shall mean the Company as
      hereinbefore defined and any successor to its business and/or assets as
      aforesaid which assumes and agrees to perform this Agreement by operation of
      law, or otherwise. 

    


    
      
         

      

      
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    15.
      0     BURDEN
      AND BENEFIT

    


    15.1      
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    16.0     
      TIME

    


    16.1       Time
      is
      of the essence of this Agreement.

    


    17.0     
      COUNTERPART,
      PHOTOCOPIES AND FAXES

    


    17.1      
      This
      Agreement may be executed in counterpart and such counterparts together shall
      constitute one and the same instrument and notwithstanding the date of execution
      shall be deemed to bear the date as set out on the first page of this Agreement.
      It shall not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other counterparts. A copy of this
      Agreement signed by one party and faxed to another party shall be deemed to
      have
      been executed and delivered by the signing party as though an original. A
      photocopy of this Agreement shall be effective as an original for all
      purposes.

    


    


    IN
      WITNESS WHEREOF the undersigned have duly executed this Agreement as of the
      date
      set out on the first page of this Agreement.

    


    
      	
              PUBLIC
                COMPANY MANAGEMENT CORP.

            	
              EMPLOYEE

            
	 	 
	 	 
	 	 
	
              /s/
                Stephen
                Brock                                 
                

            	
              /s/
                Joshua A.
                Gottesman           
                

            
	
              Stephen
                Brock, President & CEO

            	
              Joshua
                A. Gottesman, CPA

            


    

    


    


    


    
      
         

      

      
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