Exhibit 10.1











	
      
	
      IFT
      Corporation

	
      718
      South Military Trail

	
      Deerfield
      Beach, Florida 33442

	
      800.461.6830

	
      954.428.7011










 



	
      February
      19, 2005
	
      CONFIDENTIAL







Charles
R. Weeks


 

Re: Employment
Agreement




Dear
Chuck:




Pursuant
to our discussions, please find below the terms and conditions of our offer of
employment to you:





	 	
      1.
	
      Your
      corporate title will be Chief Financial Officer. As part of this function,
      you will also be the Corporate Treasurer. You shall have the duties and
      responsibilities usually vested in such capacities, as determined from
      time to time by the CEO and Board of Directors of the Company, and such
      other duties and responsibilities as may be assigned to you from time to
      time by the CEO, Board of Directors and
Bylaws.








	 	
      2.
	
      Your
      Agreement is for two (2) years ("Employment Period"), commencing on or
      before the end of February 2005 ("Date of Employment"). [Date of
      Employment is February 25, 2005]








	 	
      3.
	
      You
      will receive an annual salary of $125,000 and be paid on a semi-monthly
      basis.








	 	
      4.
	
      You
      will be granted 5,000 incentive stock options ("ISO") covering the period
      beginning from your Date of Employment to December 31, 2005, and 5,000
      incentive stock options annually thereafter, pursuant to and in accordance
      with one of the Company's stock option plans, or any successor plans as
      the Compensation Committee of the Board of Directors may designate. The
      ISO's shall have an exercise price per share equal to one hundred percent
      (100%) of the fair market value of Company's common stock as of your Date
      of Employment ("Date of Grant") and, subject to vesting, shall be
      exercisable at any time, in whole or in part, within three (3) years of
      the Date of Grant. Your ISO's will vest based upon your meeting certain
      corporate and individual goals, objectives, and measurements set by and
      between the CEO and Compensation Committee, which will be established
      within thirty (30) days from your Date of Employment for the first year
      ended December 31, 2005 and sixty (60) days from the beginning of the 2006
      calendar year.








	 	
      5.
	
      We
      will provide, at "no cost" to you and your immediate family, health
      insurance and dental insurance coverage, beginning as of your Date of
      Employment for the Employment Period. You will be entitled to participate
      in the following plans as they may exist from time to time during your
      Employment Period, to wit, any and all hospitalization, accidental death
      and dismemberment, disability, travel and life insurance
      plans.











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      6.
	
      You
      will be entitled to participate in and any and all other plans as they may
      exist from time to time during your Employment Period, offered by the
      Company to its employees, including bonus, savings, pension,
      profit-sharing, and deferred compensation plans, subject to the general
      eligibility and participation provisions set forth in such plans. As of
      the Date of Agreement, none of the foregoing plans are in force at the
      Company. Notwithstanding the foregoing, it is the intention of the Company
      to establish a 401K within 180 days from your Date of
      Employment








	 	
      7.
	
      You
      will be entitled to two (2) weeks vacation for your first year and three
      (3) weeks each year thereafter. Vacation will be taken at such times as
      you and the Company shall mutually determine and provided that no vacation
      time shall interfere with the duties required to be rendered by you
      hereunder. Notwithstanding the foregoing, as an officer of Company, you
      are expected to utilize your vacation time judiciously and so as not to
      jeopardize the business of the Company. Unused vacation may not be carried
      forth to the next calendar year without prior written consent by the
      Company, except that no written consent is required for carrying over a
      maximum of seven (7) days to any subsequent
year.








	 	
      8.
	
      You
      will report directly to the CEO and Chairperson of the Audit Committee of
      the Board of Directors of the Company.








	 	
      9.
	
      The
      Company shall also provide reasonable reimbursement of your out-of-pocket
      expenses incurred in connection with your duties hereunder, which include
      AICPA, MACPA, and FICPA dues (if applicable), and continuing education for
      maintaining your CPA license, upon submission of appropriate
      documentation.








	 	
      10.
	
      You
      shall serve the Company and devote all of your business time, your best
      efforts and all your skill and ability in the performance of your duties
      hereunder. You shall carry out your duties in a competent and professional
      manner, to the reasonable satisfaction of the CEO, Chairperson of the
      Audit Committee and Board of Directors of the Company, shall work with
      other executives of the Company and of its affiliates and generally
      promote the best interests of the Company and its customers. You 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 or any of its
affiliates.








	 	
      11.
	
      You
      shall not at any time while employed with us or thereafter divulge,
      communicate, or use in any way, any Confidential Information pertaining to
      our business. Any Confidential Information or data now or hereafter
      acquired by you with respect to our business (which shall include, but not
      be limited to information concerning our financial condition, prospects,
      technology, customers, suppliers, sources of leads and methods of doing
      business) shall be deemed a valuable, special and unique asset of ours
      that is received by you in confidence and as a fiduciary, and you shall
      remain a fiduciary to us with respect to all of such information for a
      period five (5) years after any termination of this
    Agreement.











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      12.
	
      We
      may terminate your employment under this Agreement for "Cause," at any
      time, but only in the event of (a) your indictment for a felony (provided,
      however, that following the commencement of an investigation by law
      enforcement agencies of you for a felony of which we become aware and
      prior to indictment, we may, without limiting or modifying in any other
      way its obligations under this Agreement, suspend you from the performance
      of your duties hereunder), or (b) a
      determination by us that you have (1) neglected your duties or performed
      your duties in an incompetent manner, (2) committed fraudulent or
      dishonest actions, or (3) injured or attempted to injure us. In the event
      of your termination for cause as set forth herein, or a voluntary
      termination by you, you 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 you will be in our sole and absolute discretion and
      you will have no entitlement thereto. In the event of your termination by
      us other than at the end of your two (2) year Employment Period, other
      than for Cause, you shall be entitled to an amount equal to two (2) months
      salary paid in equal semi-monthly installments or the remainder of your
      Employment Period, whichever is lesser, with benefits under all corporate
      plans to continue during the entire severance period, and we shall have no
      further liability to you, other than for reimbursement to you of
      reasonable business expenses incurred prior to the date of
      termination.








	 	
      13.
	
      All
      notices required to be given under this Agreement shall be in writing and
      personally delivered by courier, or sent by overnight, registered or
      certified mail, return receipt requested. Notice shall be sent (i) if to
      the IFT Corporation, Attn: CEO, Quorum Business Center, 718 South Military
      Trail, Deerfield Beach, Florida 33442, and (ii) if to you, to your address
      as reflected on our payroll records, or to such other address as either of
      us may from time to time give notice to the
other.







If the
above meets with your approval, please countersign below and return a signed fax
copy to (954) 425-8586 and original by regular mail or hand delivery to our
corporate address above.




Very
truly yours,





	
      IFT
      CORPORATION
	
      ACKNOWLEDGED,
      AGREED AND ACCEPTED

	 	 
	 	 
	 	 
	
        
      /s/ Michael T. Adams, CEO
	
       
      /s/ Charles R.
      Weeks          
      

	
      Michael
      T. Adams
	
      Charles
      R. Weeks

	
      CEO
	 



 







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