Exhibit 10.6


     

    Exhibit
      10.6

     

    EMPLOYMENT AGREEMENT
      dated
      September 1, 2005, between Homeland Integrated Security Systems, Inc., a Florida
      corporation, with a principal place of business at 1 Town Square Boulevard,
      Asheville, North Carolina 28803 ( “Company”) and Brian Riley, an individual
      residing at 1620 Battle Creek Road, Horse Shoe, North Carolina 28742
      (“Executive”).

    


    R
      E C
      I T A L S

    


    Whereas,
      Executive has served the Company continuously during the past year as a
      principal executive officer;

    


    Whereas,
      Executive’s
      leadership and services have constituted a major factor in the successful growth
      and development of the Company, its subsidiaries and affiliates;
      and

    


    Whereas,
      the
      Company desires to employ and retain the unique experience, ability and services
      of Executive as a principal executive officer and desires to retain Executive’s
      services in an advisory and consulting capacity and to prevent any other
      competitive business from securing his services and utilizing his experience,
      background and expertise.

    


    Whereas,
      the
      terms, conditions and undertakings of this Agreement were submitted to, and
      duly
      approved and authorized by the Company’s Board of Directors at a meeting held on
      September 8, 2005.

    


    NOW
      THEREFORE
      in
      consideration of the mutual promises, terms, conditions and undertakings
      hereinafter set forth, it is agreed between the parties as follows:

    


    	1.  	
            Employment

          


    


     (a)
      Executive
      Employment:
      The
      Company employs Executive and Executive accepts employment in a principal
      executive and managerial capacity until July 31, 2012. After January 1, 2009,
      either Executive or the Company may, at any time terminate Executive’s Executive
      Employment subject to the restrictions and conditions hereinafter contained
      on
      four (4) months prior written notice to the other party.

    


    (b)
      Automatic
      Renewal:
      This
      Agreement shall be renewed automatically for succeeding terms of three (3)
      years
      each unless either party gives written notice to the other at least ninety
      (90)
      days prior to the expiration of any term of Executive’s or Company’s intention
      not to renew pursuant to Company’s bylaws.

    


    (c)
      “Executive
      Employment” Defined:“Executive
      Employment” as used herein refers to the entire prior of employment
      of Executive by Company, whether for the periods provided above, or whether
      terminated earlier as hereinafter provided or extended by mutual agreement
      between the Company and Executive.

    


    (d)
      Advisory
      Period:
      If
      Executive’s Executive Employment is terminated as provided for in paragraph (a)
      above and such termination was not with cause, then the Company shall retain
      him
      as an advisor and consultant for a period of two years after termination (the
      “Advisory Period”).

    


    
      
         

      

      
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    2. Duties
      and obligations.
      

    


    (a)
      Executive shall serve as Chief Information Officer of the Company. In
      Executive’s capacity, Executive shall do and perform all services, acts, or
      things necessary or advisable to manage and conduct the business of Company,
      including the hiring and firing of all employees, subject at all times to the
      policies set forth by the Company’s Board of Directors, and to the consent of
      the Board when required by the terms of this contract, and in conformity with
      the By-laws of the Company.

    


    (b)
      During the period of Executive’s Executive Employment, Executive shall devote
      full time to such employment. If elected, he shall serve as a director and/or
      officer of the Company and any of its subsidiaries and affiliates (hereinafter
      collectively referred to as “Company Subsidiaries”) and shall perform duties
      customarily incidental to such offices and all other duties the Board of
      Directors of the Company and the Company Subsidiaries or affiliates, may, from
      time to time, assign to Executive. If Executive is presently a member of the
      Board and/or an officer of the Company and a member of the Board and/or an
      officer of the Company Subsidiaries and affiliates, then Executive shall perform
      duties customarily incidental to such offices and all other duties the Board
      of
      Directors may, from time to time assign, and have assigned to him.

    


    (c)
      During the term of employment, Executive shall diligently and conscientiously
      devote his entire time, attention and effort to the tasks which Company or
      its
      owners shall assign to him. The expenditure of time for educational, charitable
      and professional activities shall not be deemed a breach of this Agreement
      if
      those activities do not materially interfere with the services required under
      this Agreement and shall not require the prior written consent of the Board
      of
      Directors. If the Executive is elected or appointed as a director or committee
      member, Executive shall serve in such capacity or capacities without further
      compensation unless agreed to in writing by the parties hereto. Nothing herein
      shall be construed, however, to require the Executive’s election or appointment
      as a director or an officer.

    


    (d)
      The
      Executive shall exert his best efforts and devote substantially all of his
      time
      and attention to the Company's affairs. The Executive shall be in complete
      charge of the operation of the Company, and shall have full authority and
      responsibility, subject to the general direction, approval, and control of
      the
      Company's Board of Directors, for formulating policies and administering the
      Company in all respects. Executive’s powers shall include the authority to hire
      and fire Company personnel and to retain consultants when Executive deems
      necessary to implement Company policies. Executive shall at all times, discharge
      his duties in consultation with, and under the supervision of, the Company’s
      Board of Directors. In the performance of Executive’s duties, Executive shall
      make his principal office in such place as the Company’s Board of Directors and
      Executive may, from time to time, agree.

    


    (e)
      Competitive
      Activities and Restrictions.

     

    (1)
      During the term of this contract Executive shall not, directly or indirectly,
      either as an employee, company, consultant, agent, principal, partner,
      stockholder, corporate officer, director, or in any other individual or
      representative capacity, engage or participate in any business that is in
      competition in any manner whatsoever with the business of Company without the
      prior written consent of the Company, however, this limitation shall not extend
      to any business dealings and relationships regarding and relating to Verge,
      Inc.

     

    
      
         

      

      
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    (2)
      Executive agrees that during the term of this contract and for a period of
      two
      (2) years after termination of this Agreement, Executive shall not directly
      or
      indirectly solicit, hire, recruit, or encourage any other employee of Company
      to
      leave Company.

     

    (3)
      Restrictive Covenant. For a period of two (2) years after the termination or
      expiration of this Agreement, the Executive shall not, within a radius of fifty
      (50) miles from the present place of the Company's business, directly or
      indirectly, own, manage, operate, control, be employed by, participate in,
      or be
      connected in any manner with the ownership, management, operation, or control
      of
      any business similar to the type of business conducted by the Company at the
      time this Agreement terminates. In the event of the Executive's actual or
      threatened breach of this paragraph, the Company shall be entitled to a
      preliminary restraining order and injunction restraining the Executive from
      violating its provisions. Nothing in this Agreement shall be construed to
      prohibit the Company from pursuing any other available remedies for such breach
      or threatened breach, including the recovery of damages from the
      Executive.

     

    (4)
      For a
      period of twenty-four (24) months after this Agreement has been terminated
      for
      any reason, regardless of whether the termination is initiated by Company or
      Executive, or for a period of time equal to the length of Executive's employment
      with Company if such tenure is less than twenty-four (24) months, Executive
      will
      not, directly or indirectly, solicit any person, company, firm, or corporation
      who is or was a customer of Company during a period of five (5) years prior
      to
      the termination of Executive's employment. Executive agrees not to solicit
      such
      customers on behalf of himself or any other person, firm, company, or
      corporation.

     

    (5)
      The
      Executive agrees that for a period of six (6) months after the termination
      of
      his employment with Company, regardless of whether the termination was initiated
      by Company or Executive, he will not accept employment with, or act as a
      consultant, contractor, advisor, or in any other capacity for, a competitor
      of
      the Company, or enter into competition with the Company, either by himself
      or
      through any entity owned or managed in whole or in part by the Executive, within
      a fifty (50) mile radius of Company's office(s) in which the Executive worked,
      however, this limitation shall not extend to any business dealings and
      relationships regarding and relating to Verge, Inc. The term ''competitor,''
      as
      used herein, means any entity primarily engaged in the business of providing
      delivery and management services, or primarily engaged in any other business
      in
      which Company engages subsequent to the date of this Agreement.

     

    (6)
      The
      parties have attempted to limit Executive's right to compete only to the extent
      necessary to protect Company from unfair competition. The parties recognize,
      however, that reasonable people may differ in making such a determination.
      Consequently, the parties hereby agree that, if the scope or enforceability
      of
      the restrictive covenant is in any way disputed at any time, a court or other
      trier of fact may modify and enforce the covenant to the extent that it believes
      the covenant is reasonable under the circumstances existing at that
      time.

     

    (7)
      Executive further acknowledges that (i) in the event Executive’s employment with
      Company terminates for any reason, regardless of whether the termination is
      initiated by Company or Executive, Executive will be able to earn a livelihood
      without violating the foregoing restrictions; and (ii) Executive’s ability to
      earn a livelihood without violating such restrictions is a material condition
      of
      Executive’s employment with Company. 

     

    
      
         

      

      
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    (f)
      Uniqueness
      of Executive’s Services.
      Executive represents and agrees that the services to be performed under the
      terms of this contract are of a special, unique, unusual, extraordinary, and
      intellectual character that gives them a peculiar value, the loss of which
      cannot be reasonably or adequately compensated in damages in an action at law.
      Executive therefore expressly agrees that Company, in addition to any other
      rights or remedies that Company may possess, shall be entitled to injunctive
      and
      other equitable relief to prevent or remedy a breach of this contract by
      Executive.

    


    (g)
      Matters
      Requiring Consent of the Board of Directors:
      Executive shall not, without the specific approval of Company’s Board of
      Directors, do or contract to do any of the following:

    


    (1)
      Borrow on behalf of Company during any fiscal year an amount in excess of Five
      Hundred Thousand ($500,000) Dollars;

    


    (2)
      Permit any customer or client of Company to become indebted to Company in an
      amount in excess of One Million ($1,000,000) Dollars;

    


    (3)
      Purchase capital equipment for amounts in excess of the amounts budgeted for
      expenditure by the Board of Directors;

    


    (4)
      Sell
      any single capital asset of Company, other than equity issued for compensation
      and services, having a market value in excess of Two Hundred Fifty Thousand
      ($250,000) Dollars or a total of capital assets during a fiscal year having
      a
      market value in excess of Two Hundred Fifty Thousand ($250,000) Dollars;
      and

    


    (5)
      Commit Company to the expenditure of more than Two Million Five Hundred Thousand
      ($2,500,000) Dollars in the development and sale of new products and
      services.

    


    3. Vacations
      and Personal days.
      Executive shall be entitled to annual vacations, during which time his Salary
      and compensation shall be paid, in a manner commensurate with his status as
      a
      principal executive, which shall be four weeks per year. Executive shall be
      entitled to five (5) unauthorized absences per year and ten (10) personal days.
      The personal days must be scheduled in advance and are subject to the
      requirements of the Company. Any unused Vacation and Personal days can be
      accrued from year to year.

    


    4. Salary,
      Compensation, Incentives and Benefits.
      

    


    (a)
      During the period of Executive Employment, the Company shall pay to Executive
      a
      salary (“Salary”), to be fixed by the Board of Directors, from time to time,
      during that period. In no event, however, shall Executive’s Salary be less than
      the compensation presently received by Executive. Currently and as of the date
      of this Agreement, Executive is paid an annual compensation of One Hundred
      Twenty Thousand ($120,000) Dollars ($10,000 per month), and in addition, a
      bonus
      incentive package. However, at the discretion of the CEO, the CEO can elect
      to
      compensate Executive with three times the value of any salary withheld in stock
      options or can accrue one half of the salary in the form of a note with five
      (5%) percent annual interest. The bonus incentive package will hereafter conform
      to the provisions of Paragraph 4(b) below. Executive shall be paid every two
      weeks. In addition, to all other remuneration provided for in this Agreement,
      if
      Executive serves at any time as a Director, Executive shall be entitled to
      receive at the discretion of the Company, Company Subsidiaries or affiliate
      a
      Director’s fee for such services. Salary and compensation payments shall be
      subject to withholding and other applicable taxes. Annual Salary increases
      are
      to be based upon a percentage of the increase in annual revenues of the Company
      as further set forth hereinafter.

     

    
      
         

      

      
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    (b)
      Bonus Incentive
      Package.
      

    


    (1)
      Executive
      will
      receive incentive compensation equal to two percent (2%) of the Company's
      ''income from operations,'' defined as the Company's net income before taxes,
      amortization of intangible assets and interest on long-term debt. Executive's
      incentive compensation will be calculated annually based on the Company's
      audited financial statements for the fiscal year, and wi1l be payable in lump
      sum on July 1 of each year. Such payments will be subject to normal payroll
      deductions for state and federal withholding and social security taxes. No
      incentive compensation will be paid to Executive
      for any
      year in which the Company's income from operations is less than
      $25,000.

    


    (2)
      Profit-Sharing Based on Performance. 

    


    (i)
      For
      each fiscal year of Company in which the net profits of Company exceed Two
      Hundred Fifty Thousand ($250,000) Dollars or
      the net
      profits of Company for that fiscal year exceed the net profits of Company for
      the previous fiscal year by Fifteen (15%) percent, whichever is less, Company
      agrees to pay Executive, within three (3) months after the close of that fiscal
      year, an annual profit-sharing payment equal to Twelve and one half (12.5%)
      percent of that excess, provided, however, that the total amount of this payment
      shall not exceed One Million ($1,000,000) Dollars. For purposes of this
      subparagraph, the “net profits” shall be the net profits as reflected on either
      the audited financials or the Company’s tax returns, whichever value for the net
      profits is less.

    


    (ii)
      If
      the employment term is terminated by Company for cause, Executive shall not
      be
      entitled to any portion of the annual profit-sharing payment for the fiscal
      year
      in which that termination occurs. However, if this contract should expire or
      be
      terminated for reasons other than cause, Executive shall be entitled to a
      percentage of the annual profit-sharing payment equal to the percentage of
      the
      fiscal year worked.

    


    (iii)
      For
      the purpose of determining the amount of the annual profit sharing bonus, the
      net profits of Company shall be determined by a certified accountant then
      employed by Company.

    


    (3)
      Stock
      Bonus. Company agrees to transfer to Executive each year during the term of
      Executive Employment, within one (1) month after the close of each fiscal year
      during all of which the Executive served as Chief Information Officer of the
      Company, the number of shares of Company's stock equal in value to One Hundred
      Thousand ($100,000) Dollars. For the purpose of determining the number of shares
      to be transferred to Executive, the shares shall be valued, as of the close
      of
      each fiscal year, under one of the following formulas:

     

    
      
         

      

      
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    (i)
      if
      the Company is not publicly traded then the value of each share shall be equal
      to One ($1.00) Dollar; or

    


    (ii)
      if
      the Company is publicly traded then the value of each share shall computed
      at a
      fifteen (15%) percent discount to market based upon an average of the previous
      ten (10) day closing bid price.

    


    (4)
      Stock
      Option.

    


    (i)
      Company hereby grants Executive an option to purchase Five Hundred Thousand
      (500,000) shares of Company's common stock at a purchase price of $0.10 per
      share per year. This option may be exercised in whole or in part, but may only
      be exercised in lots of Twenty Five Thousand (25,000) shares. Executive shall
      not have any of the rights of, nor be treated as, a shareholder with respect
      to
      the shares subject to this option until Executive has exercised the option
      and
      has become the shareholder of record of those shares.

    


    (ii)
      This
      option is not assignable.

    


    (iii)
      This option may only be exercised by Executive during the term of Executive’s
      employment hereunder. However, in the event that the employment term is
      terminated by Company for reasons other than for cause, Executive shall retain
      the right to exercise any unused portion of the option until either the day
      on
      which this Agreement would have terminated naturally or two years from the
      date
      of termination, whichever is earlier.

    


    (c)
      Automobile.
      The
      Company recognizes the Executive's need for an automobile for business purposes.
      It, therefore, shall provide the Executive with a monthly car allowance.


    


    (d)
      Deferred
      Compensation.
      If
      Executive remains in the employ of Company until age Sixty-five (65), or on
      earlier retirement on mutual written consent of both Executive and Company,
      Company agrees to pay to Executive additional compensation, commencing with
      Executive’s first full month of retirement, at the annual rate of Seventy-Five
      (75%) percent of the annual salary which Executive is receiving at retirement,
      payable in equal monthly installments on the last day of each month during
      Executive's entire lifetime.

    


    (e)
      Salary
      Continuation During Permanent Disability.
      If
      Executive for any reason whatsoever becomes permanently disabled so that
      Executive is unable to perform the duties prescribed herein, Company agrees
      to
      pay Executive One Hundred (100%) percent of Executive's annual salary, payable
      in the same manner as provided for the payment of salary herein, for the next
      Five (5) fiscal years or the remainder of the employment term provided for
      herein whichever is shorter.

    


    (f)
      Effect
      of Death.
      If
      Executive dies during the term of this Agreement, but prior to any renewal
      period which has not commenced at least thirty (30) days prior to the date
      of
      death, compensation payments shall continue and shall be made payable to
      Executive’s widow, or, if Executive’s widow predeceases Executive, then to
      Executive’s estate, in equal monthly installments. The total of these payments
      shall equal the Compensation and bonuses provided for in Paragraph 4(a) above.
      Such payments shall commence in the month following the date of Executive’s
      death.

     

    
      
         

      

      
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    (g)
      This
      Agreement shall not be in lieu of any rights, benefits and privileges to which
      Executive may be entitled to as an Executive of the Company under any
      retirement, pension, profit-sharing, insurance, hospital or other plans which
      may now be in effect or which may hereafter be adopted. Executive shall have
      the
      same rights and privileges to participate in such plans and benefits as any
      other Executive during Executive’s period of Executive Employment.

    


    (h)
      Company agrees to include Executive in the full coverage of medical, dental,
      and
      eye care insurance. 

    


    (i)
      Executive is entitled to receive from Company all fringe benefits in effect
      for
      Company’s principal executive officers. 

    


    	5.  	
            Advisory
              Compensation.
              

          


    


    (a)
      Payment
      and services.
      During
      the Advisory Period, the Company shall pay to Executive an annual compensation
      equal to one-half of his Salary during the last twelve month period of
      Executive’s employment (“Advisory Compensation”), to be paid in equal monthly
      installments on the fifteenth (15th) day of each month. While receiving such
      Advisory Compensation, Executive shall to the extent his physical and mental
      condition permits, be available to consult with and advise the Company’s
      officers, directors and other representatives. If Executive’s physical or mental
      condition prevents him from fulfilling his consulting or advisory duties,
      Executive shall still be entitled to the Advisory Compensation during the entire
      Advisory Period. The parties agree that this advice and counsel shall not entail
      full time service and shall be consistent with Executive's retirement
      status

    


    (b)
      Location:
      Executive shall not be required, without his prior written consent, to render
      advisory services at any place other than the principal place of business of
      the
      Company, if Executive moves more than twenty-five (25) miles away from the
      Company’s principal place of business.

    


    (c)
      Restriction:
      During
      the Advisory Period Executive shall be deemed to be an independent contractor
      and shall be permitted to engage in any business or perform services for his
      own
      account, provided that such business and services shall not be in competition
      with, or be for a company that is in competition with, the Company or its
      subsidiaries or affiliates.

    


    6.
       Expenses.
      

    


    (a)
      The
      Company recognizes that Executive will have to incur certain out of pocket
      expenses related to his services and the Company’s business and that it will be
      extremely difficult to account for such expenses. It is understood that
      Executive’s Salary and compensation is intended to cover all such out-of-pocket
      expenses, however, Company will provide Executive with an account of Two
      Thousand Five Hundred ($2,500) Dollars per month to be utilized by Executive,
      in
      Executive’s sole discretion, for ordinary business expenses. The Company,
      however, shall reimburse Executive for any specific expenditure incurred for
      travel, lodging, entertainment and similar items upon the presentation to
      Company of an itemized account of such expenditures. Each such expenditure
      shall
      be reimbursable only if it is of a nature qualifying it as a proper deduction
      on
      the federal and state income tax return of Company. Notwithstanding the
      foregoing, during the Advisory Period the Company shall reimburse Executive
      for
      all expenses incident to the rendering of advisory and consultant
      services.

     

    
      
         

      

      
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    7.
       Insurance.
      [Intentionally Omitted]

    


    8. Indemnification.
      The
      Company shall indemnify the Executive and hold him harmless for all acts or
      decisions made by him in good faith while performing services for the Company
      and Company Subsidiaries and affiliates. The Company shall also use its best
      efforts to obtain coverage for him under any insurance policy now in force
      or
      hereinafter obtained during the term of this Agreement covering the other
      officers and directors of the Company and Company Subsidiaries and affiliates
      against lawsuits. The Company shall pay all expenses including attorney's fees,
      actually and necessarily incurred by the Executive in connection with the
      defense of such act, suit or proceeding, and in connection with any related
      appeal, including the cost of court settlements.

    


    9.
       Incapacity
      and Termination.

    


    (a)
      "Cause"
      for termination shall mean (i) Employee's final conviction of a felony involving
      a crime of moral turpitude or (ii) acts of Employee which, in the unanimous
      judgment of the Board, constitute willful fraud on the part of Employee in
      connection with his duties under this Agreement, including misappropriation
      or
      embezzlement in the performance of duties as an employee of the Company, or
      willfully engaging in conduct materially injurious to the Company and in
      violation of the covenants contained in this Agreement. 

    


    (b)
      Termination.
      This
      Agreement may be terminated by the Company with the express approval of the
      Board of Directors, without prior notice to Executive on account of Executive’s
      gross misconduct, a violation of this Agreement, habitual neglect of the
      Executive to perform his duties under this Agreement, Executive’s acts of
      dishonesty or other conduct which damages the reputation or standing of the
      Company, Executive’s unauthorized disclosure of confidential information or
      trade secrets, dishonesty, fraud, misrepresentation or other acts of moral
      turpitude as would prevent the effective performance of Executive’s duties and
      Executive’s breach of Executive’s duty of loyalty to Company. 

    


    (c)
      Termination
      upon sale of Company:
      Notwithstanding anything to the contrary, the Company may terminate this
      Agreement by giving ten (10) days notice to the Executive if any of the
      following events occur:

    


    (1)
      the
      Company sells substantially all of its assets to a single purchaser or to a
      group of associated purchasers;

    (2)
      at
      least two-thirds of the outstanding corporate shares of the Company are sold,
      exchanged, or otherwise disposed of, in one transaction;

    (3)
      the
      Company elects to terminate its business or liquidate its assets;
      or

    (4)
      there
      is a merger or consolidation of the Company in a transaction in which the
      Company’s s shareholders receive less than fifty (50%) percent of the
      outstanding voting shares of the new or continuing corporation.

     

    
      
         

      

      
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    (d)
      Effect
      of Merger, Consolidation, transfer of assets, or Dissolution.

    


    (1)
      This
      agreement shall not be terminated by any voluntary or involuntary dissolution
      of
      Company resulting from either a merger or consolidation in which Company is
      not
      the consolidated or surviving corporation, or a transfer of all or substantially
      all of the assets of Company.

    


    (2)
      In
      the event of any such merger or consolidation or transfer of assets, Company's
      rights, benefits, and obligations hereunder shall be assigned to the surviving
      or resulting corporation or the transferee of Company's assets.

    


    (e)
      If
      the Executive is terminated pursuant to paragraph 9(c) or 9(d) then Executive
      shall be entitled to a severance package, which shall include, a payment of
      Twenty Five Million Five Hundred Thousand ($25,500,000) Dollars, payable in
      six
      (6) equal monthly installments unless otherwise agreed to in writing, subject
      to
      all applicable tax and withholding deductions, and continued inclusion at the
      Executive’s option in all fringe benefits in which the Executive
      participates.

    


    (f) Notwithstanding
      any provision of this agreement, if Company terminates this agreement without
      cause, it shall pay Executive an amount equal to Twenty Five Million Five
      Hundred Thousand ($25,500,000) Dollars.

    


    (g)
      Termination
      After Change in Control.

    


    (1)
      If
      there is a ''change in control'' of the Company and Executive
      is
      terminated other than for cause within eighteen (18) months after such change
      in
      control, Executive
      wil1
      receive a lump sum cash payment in the amount of Twenty Five Million Five
      Hundred Thousand ($25,500,000) Dollars within thirty (30) days of his
      termination. Executive
      will
      continue to be covered under all of the Company's health and major medical
      plans
      then in effect for a period of one (1) year after any such change in contro1
      at
      the Company's sole expense.

    


    (2)
      For
      purposes of this Agreement, the term ''change in control'' is defined to
      include: (a) a tender offer or exchange offer made and consummated for ownership
      of Company stock representing fifty (50%) percent or more of the combined voting
      power of the Company's outstanding securities; (b) the sale or transfer of
      substantially all of the Company's assets to another corporation which is not
      a
      wholly-owned subsidiary of the Company; (c) any transaction relating to the
      Company which must be described in accordance with item 5(f) of schedule 14A
      of
      Regulation 14A of the Securities and Exchange Commission; (d) any merger or
      consolidation of the Company with another corporation, where less than thirty
      (30%) percent of the outstanding voting shares of the surviving or resulting
      corporation are owned in the aggregate by the Company's former stockholders;
      or
      (e) any tender offer, exchange offer, merger, sale of assets and/or contested
      election which results in a total change in the composition of the Company's
      Board of Directors.

    


    (3)
      The
      amount paid to Executive
      pursuant
      to this Paragraph will be deemed severance pay in consideration of the
Executive's
      past
      services to the Company and his continued services from the date of this
      Agreement. Executive
      will
      have no duty to mitigate his damages by seeking other employment, nor will
      Executive's
      severance pay hereunder be reduced or offset by any such future
      earnings.

     

    
      
         

      

      
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    10.
      Executive’s
      Stock Holdings in Company 

    


    (a)
      Disposition
      of Stock during Lifetime.
      Except
      to the extent as provided for by Rule 144 of the Securities and Exchange Act,
      Executive shall not dispose of any of the shares of stock of the Company now
      or
      hereafter owned by him except pursuant to the terms of this agreement or with
      the written consent of either Ian Riley, Frank Moody or Fred Wicks, so long
      as
      at the applicable time these individuals are still shareholders (hereinafter
      “the other Stockholders”). The word "dispose" as herein used shall mean to sell,
      assign or transfer, with or without consideration, encumber, pledge,
      hypothecate, or otherwise dispose of a shares of stock in the Company.


    


    (1)
      If
      wishing to dispose of his shares, Executive shall first obtain the written
      consent of the other Stockholders. If no such written consent is given, the
      Executive shall give written notice to the Company and the other Stockholders
      pursuant to the terms of paragraph 20 of his intention to make such disposition.
      Within thirty (30) days after the receipt of such notice, the Company, out
      of
      its surplus, shall have the option, but not the obligation, to purchase all
      of
      the Executive’s shares of stock. The Company shall exercise its option by giving
      notice thereof to the Executive and the other Stockholders within said thirty
      (30) day period. If such option is not exercised by the Company, the other
      Stockholders shall then have the option within a 30-day period to purchase
      all
      of the Executive’s shares. The exercise of this option shall be in writing and
      mailed pursuant to the terms of paragraph 20 to the Executive and the Company.
      In either event, whether the Company or the other Stockholders elect to
      purchase, the notice accepting the offer shall specify the date for the closing
      of the purchase which shall be not more than thirty (30) days after the receipt
      by the Executive of such acceptance notice given by the Company or the other
      Stockholders, as the case may be.

    


    (2)
      The
      purchase price shall be the book value, as that term is defined hereinafter,
      of
      the shares as at the date of the first notice, which shall be binding on both
      parties. If such option shall be exercised either in the first instance by
      the
      Company, or, alternatively by the other Stockholders, payment for the capital
      stock shall be paid as follows: ten (10%) percent of the total purchase price
      of
      the Executive’s stock paid at closing and the remaining balance in equal monthly
      self-amortized installments paid over a period of seven (7) years, the first
      of
      which shall be paid within thirty (30) days following the closing and the
      remaining installments at consecutive monthly intervals thereafter, until paid,
      including, interest at the then prevailing prime interest rate plus three and
      one half (3 1⁄2) points.

     

    (3)
      The
      said installment payments shall be evidenced by a series of eighty-four (84)
      negotiable, acceleratable, promissory notes made by the Company or the other
      Stockholders, as the case may be, which notes are to be delivered to the
      Executive at the time of closing. The notes shall bear interest at the then
      prevailing prime interest rate plus three and one half (3 1⁄2) points and shall
      provide that the Company or the other Stockholders, depending upon who is the
      purchaser, shall have the privilege of prepayment of all or any part of the
      unpaid purchase price upon Ten (10) days prior written notice without penalty,
      and that a default in the payment of any note after the expiration of fifteen
      (15) days grace period shall cause the remaining unpaid notes to become due
      and
      payable forthwith.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    


    (4)
      If
      the Company shall be the purchaser and thereafter the maker of the promissory
      notes, the other Stockholders shall unconditionally guarantee payment of said
      purchase price and said notes to be delivered in connection therewith. The
      said
      notes shall bear the unconditional endorsement of the other Stockholders who
      shall not be discharged from liability as guarantor by reason of the subsequent
      extension, modification or renewal of said promissory notes, or any of them
      evidencing such purchase price.

    


    (5)
      If
      the offer to sell is neither accepted by the Company nor by the other
      Stockholders, the Executive may, thereafter, make a bona fide transfer or
      dispose of their shares of stock to a prospective outside purchaser, in which
      event said third party shall hold such shares subject to the terms and
      conditions of this agreement and shall become a signatory thereto.

    


    (i) The
      Executive, in such case, shall give thirty (30) days prior written notice to
      the
      Company and the other Stockholders specifying the name and address of the
      prospective outside purchaser and the terms of the proposed transaction with
      said outsider. There shall be annexed to the said notice a copy of the contract,
      if any, between the Executive and the outsider. The Company shall thereupon,
      in
      the first instance, have a further option to consummate the transaction with
      the
      Executive at the same price and at the same terms as specified in said notice,
      or alternatively, if the Company shall be unable or shall refuse to exercise
      said further option, then the other Stockholders may do so as provided herein.
      

    


    (ii)
      If
      such further option be exercised by the Company or other Stockholders, notice
      shall be given within a thirty (30) day period to the Executive of the
      willingness of the Company, in the first instance, or the other Stockholders,
      in
      the second instance, to close the transaction on the basis offered by an
      outsider. In either event, whether the Company or the other Stockholders elect
      to meet the outsider's terms, the acceptance notice shall specify the date
      for
      the closing of the transaction which shall not be more than thirty (30) days
      after the giving of notice of acceptance of the further option herein
      conferred.

    


    (iii) If
      the
      Company or the other Stockholders, for any reason whatsoever, fail to exercise
      either the first option provided for under this agreement or the further option,
      in either of such cases the Executive’s shares of stock shall be freed from the
      restrictions of this agreement and the said shares of stock may be sold to
      any
      outsider upon such terms as the Executive may see fit to offer and an outsider
      may see fit to accept. In such latter case, the Executive shall likewise give
      thirty (30) days prior written notice to the Company and the other Stockholders
      specifying the name and address of the prospective outside purchaser and the
      full terms of the proposed transaction with said outsider setting forth a copy
      of the contract with said outsider. If the Executive shall be permitted to,
      and
      shall, consummate a sale with an outsider under the provisions of this paragraph
      of the agreement, in such case, the Executive shall furnish copies of all
      documents executed with the outsider within five (5) days after their execution
      and delivery otherwise the transaction with the outsider shall be null and
      void.
      If the Executive shall not effect a sale or close the transaction with any
      outsider, the Executive’s shares shall, nevertheless, continue to be subject to
      all the restrictions of this agreement.

     

    
      
         

      

      
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    (b)
      Purchase
      of Stock Upon Death

    


    (1)
      Obligatory
      Purchase and Sale. Upon
      the
      death of the Executive, all of his shares of stock, or the shares of stock
      to
      which he or his personal representative shall be entitled, shall be sold and
      transferred as hereinafter provided: The Company shall purchase from the
      Executive’s personal representative, and the Executive’s personal representative
      shall sell to the Company, all of the Executive’s shares of stock at the price
      per share set forth in paragraph "(2)" hereof.

    


    (2)
      Purchase
      Price. The
      purchase price shall be the book value, as that term is defined herein at
      paragraph (d) hereof, of the shares as at the date of the Executive’s death,
      which shall be binding on both parties. 

    


    (3)
      Terms
      of Payment. The
      Company shall pay to the personal representative of the Executive the purchase
      price as hereinabove determined in the following manner:

    


    (i)
      By
      payment of the entire available proceeds from any insurance policy maintained
      as
      provided for in Paragraph "7" of this agreement within thirty (30) days of
      receipt thereof by the Company (unless a personal representative has not yet
      been appointed, in which case payment shall be made within ten (10) days of
      any
      subsequent appointment) and the balance, to the extent there is any, in equal
      monthly installments over a period of three (3) years. The first such
      installment shall be paid within thirty (30) days following payment of the
      available proceeds, and the remaining installments at consecutive monthly
      intervals thereafter, until paid, together with interest at the then prevailing
      prime rate plus three and one half (3 1⁄2) points, payable with each installment
      of principal, as hereinbefore provided.

    


    (ii)
      The
      said installment payments shall be evidenced by a series of thirty-six (36)
      negotiable, self-amortized, acceleratable, promissory notes made by the Company,
      which notes are to be delivered to the personal representative of the Executive
      at the time of payment of the available proceeds. The notes shall bear interest
      at the then prevailing prime rate plus three and one half (3 1⁄2) points and shall
      provide that the Company shall have the privilege of prepayment of all or any
      part of the purchase price upon Ten (10) days prior written notice, and that
      a
      default in the payment of any note after the expiration of fifteen (15) days
      grace period shall cause the remaining unpaid notes to become due and payable
      herewith.

    


    (iii)
      The
      other Stockholders shall guarantee payment of the purchase price and interest,
      and any notes to be delivered hereunder shall bear the endorsement of the other
      Stockholders who shall not be discharged from such liability by reason of the
      subsequent extension, modification or renewal of such promissory notes or any
      of
      them.

    


    (4)
      Failure
      of Corporation to Purchase. If
      the
      Company , for any reason whatsoever, shall fail or refuse to purchase all of
      the
      shares of the Executive, then, and in such case, the obligation to purchase
      shall be deemed assumed by the other Stockholders for the purpose of assuring
      the estate of the Executive that his stock shall be purchased. The other
      Stockholders shall thereupon assume the Company’s obligations to purchase and to
      make payment for the Executive’s shares of stock as if said other Stockholders
      had assumed that obligation in the first place. 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (c)
      [Intentionally Omitted]

    


    (d)
      Purchase
      Price

    


    (1)
      The
      purchase price of any stock of the Company sold, purchased or retired pursuant
      to any provision of this Agreement shall be determined based on the book value
      of the Company.

    


    (2)
      The
      term “book value” as it is used in this Agreement shall mean the book value of
      the shares of the Company as determined by a certified public accountant then
      engaged by the Company, using generally accepted accounting principles and
      appraisals of fair market value of fixed assets or real property owned by the
      Company. In the event of either a buy-out, or any other repurchase of shares
      as
      provided for in this agreement, the fair market value of fixed assets or real
      property owned by the Company shall be as agreed and determined by the other
      Stockholders. In the event that the other Stockholders are in disagreement
      over
      the fair market value of fixed assets or real property owned by the Company,
      then each other Stockholder shall have the fixed assets or real property owned
      by the Company appraised at his sole cost and expense, and the fair market
      value
      of fixed assets or real property owned by the Company will be the average of
      total amount of the other Stockholder appraisals. Should their be a disagreement
      over the fair market value of fixed assets or real property owned by the Company
      and should the other Stockholders elect not have an appraisal as set forth
      above
      performed, the fair market value of fixed assets or real property owned by
      the
      Company shall be determined solely by the appraisal which the other Stockholder
      had performed.

    


    (3)
      No
      allowance of any kind shall be made for good will, trade name or similar
      intangible asset(s).

    


    (e)
      Involuntary
      Assignments 

    


    (1)
      In
      the event that the Executive shall be divested of title to his shares of capital
      stock by involuntary sale, assignment or transfer, (as, for example, but without
      limiting the generality thereof, by sale under levy of attachment or execution,
      or sale in connection with bankruptcy or other court process) or transfer to
      a
      spouse in satisfaction of marital rights in connection with a separation or
      divorce, the person, firm or corporation acquiring such stock (hereinafter
      called the “Judicial Assignee"), shall take and hold such shares of capital
      stock subject to all the restrictions, obligations and disabilities as was
      the
      Executive. 

    


    (2)
      Within thirty (30) days after such stock is transferred to the Judicial Assignee
      on the books of the Company, if such transfer be deemed proper by the Company,
      the Company may (but shall not be obligated to), by written notice given to
      the
      Judicial Assignee, elect to purchase from the Judicial Assignee the stock so
      acquired by him or her for:

    


    (i) The
      same
      amount as the Judicial Assignee shall have paid for such stock, or

    (ii) The
      book
      value of each share as determined in accordance with this Agreement, whichever
      amount is smaller, i.e., either the amount paid or book value. If the Company
      elects to purchase such stock from the Judicial Assignee, the Company may pay
      for such stock in ten (10) annual installments, the first of which shall be
      due
      and payable within thirty (30) days after the Company gives notice to the
      Judicial Assignee, as aforesaid. The Judicial Assignee, upon the making of
      the
      first payment by the Company, shall simultaneously therewith deliver his shares
      of stock to the Company’s attorney who shall thereupon certify, in writing, that
      he is holding said stock in escrow pending the full payment of the purchase
      price. The Judicial Assignee shall have no voice in the management of the
      Company at any time after the payment of the first installment.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    (f)
      Delivery
      of Stock 

    


    (1)
      The
      Executive, Executive’s personal representative, Judicial Assignee, whichever the
      seller shall be, shall deposit the stock sold in escrow with a person who is
      mutually acceptable to the Purchaser and Seller. The stock shall be duly
      endorsed in blank for transfer and shall be accompanied by all other documents
      necessary for an effective transfer. The escrow agent shall hold such stock
      endorsed in blank.

    


    (2)
      Upon
      proof of payment in full of the note of the Purchaser given to the Seller under
      this Agreement, the escrow agent shall turn over to the Purchaser all of the
      shares deposited with him without any notice or further consent from the Seller,
      duly endorsed for transfer, with the necessary documentary stamps duly affixed
      and canceled.

    


    (3)
      The
      fees and all other expenses of the escrow agent shall be paid one-half by the
      Purchaser and one-half by the Seller.

    


    (4)
      The
      stock held in escrow shall, in no instance, be entitled to be voted, except
      that
      if the is not in default in the payment of any installment of principal and
      interest, such Purchaser shall have the right to vote the stock on deposit
      with
      the escrow agent, and the escrow agent and the Seller shall, on demand, execute
      and deliver an effective proxy or proxies in favor of the Purchaser whenever
      demand is made upon them for such proxy or proxies by the Purchaser. Upon
      default in the payment of any installment of principal or interest, the
      Purchaser shall not be entitled to vote such stock until such default is
      cured.

    


     

    (5)
      In
      the event of a sale of the majority of the stock of the Executive during his
      lifetime in one single transaction(s), the Executive shall, upon the purchase
      of
      all his stock, be deemed to have resigned as a Director and from any office
      in
      the Company held by him at the time and agrees to sign, execute and deliver
      to
      the Company any and all instruments, including, but without limiting the
      generality thereof, resignations and other documents that may be necessary
      to
      effectuate the foregoing.

     

    (g)
      Right
      of Executive to Sell Shares to the Company upon Disability or Involuntary
      Termination Without Cause.

     

    (a)
      Put
      Option: If
      Executive at any time from the date of this Agreement shall become Disabled
      or
      be terminated without Cause, Executive shall have the right and option (the
      "Put
      Option") to sell any or all of the Shares to the Company at a price per Share
      equal as defined in Section 10(d).

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (b)
      Exercise
      of Put Option and Closing.
      Executive may exercise the Put Option by delivering to the Company written
      notice of exercise within sixty days after the termination of the employment
      of
      Executive giving rise to the Put Option as set forth in Section (g) (a) above.
      Such notice shall specify the number of Shares to be sold. If and to the extent
      the Put Option is not so exercised within such sixty-day period, the Put option
      shall automatically expire and terminate effective upon the expiration of such
      sixty days period. At the time of delivery of notice of the exercise of the
      Put
      Option, Executive shall tender to the Company at its principal offices the
      certificate or certificates representing the Shares which the Company is
      obligated to purchase, duly endorsed in blank by Executive or with duly endorsed
      stock powers attached thereto, all in form suitable for the transfer of such
      Shares to the Company. Within ten (10) days of its receipt of the notice and
      such Shares, the Company shall deliver to Executive a check in the amount of
      the
      Fair Value of a Share multiplied by the number of Shares being sold. The
      purchase price may be payable, at the option of the Company, in cancellation
      of
      all or a portion of any outstanding indebtedness of Executive to the Company
      or
      in cash (by bank or cashier's check) or both.

     

     

    (c)
      Right
      of Company to Delay Payment. If
      at any
      time the Company is unable to repurchase Shares pursuant to the provisions
      of
      this Section or if it is determined by the Board of Directors of the Company
      in
      their good-faith judgment that the payment of the entire purchase price of
      such
      Shares pursuant to this Section would be deleterious to the financial position
      of the Company, the Company may elect to defer payment of all or a portion
      of
      such purchase price (but not any amounts then payable by the cancellation of
      outstanding indebtedness of Executive to the Company). Such deferred portion
      of
      the purchase price shall thereafter be payable in five (5) equal annual
      installments beginning on the date on which such purchase price was to be paid
      but for the effect of this paragraph (c). The outstanding amount of such
      installments shall bear interest at a floating rate equal to 5% per annum and
      such interest shall be payable annually in arrears on each date that an
      installment of principal is owing. The Company may prepay its obligations under
      this paragraph (c) in whole or in part at any time, with such prepayments being
      applied first to interest accrued but unpaid to the date of such prepayment
      and
      thereafter to installments of principal in inverse order of their maturity.
      For
      so long as any interest or principal remains owing under this paragraph (c),
      the
      Company shall not make any distribution
      or
      dividend to the holders of its Common Stock.

     

    10. Ownership
      in Company.
      All
      ideas, inventions, trademarks, and other developments or improvement conceived
      by Executive, alone or with others, during the term of employment, whether
      or
      not during working hours, that are within the scope of Company's business
      operations, or that relate to any Company or Company Subsidiaries work or
      projects, are the exclusive property of the Company. Executive agrees to assist
      the Company and Company Subsidiaries, at its expense, to obtain patents on
      any
      patentable ideas, inventions, trademarks, and other developments, and agrees
      to
      execute all documents necessary to obtain the patents in the name of the Company
      or Company Subsidiaries.

     

    11.
       Nondisclosure.
      Executive shall be dealing with Company's confidential information, inventions,
      trade secrets, and processes which are Company's sole and exclusive property.
      Executive agrees that Executive shall neither disclose to anyone, directly
      or
      indirectly, without the prior written consent of the Company, Company's
      confidential information nor will Executive use said confidential information
      outside the scope of Executive’s employment. All documents that Executive
      prepares and all confidential information provided to Executive as a result
      of
      or related to Executive’s employment shall, at all times, remain the exclusive
      property of the Company, and will remain in Company's possession on its
      premises. Under no circumstances, may Executive remove any confidential
      information or documents from Company's premises.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    12.
       Client
      Information.
      The
      Executive acknowledges that the list of the Company's Clients and Brokers,
      as
      the Company may determine from time to time, is a valuable, special, and unique
      asset of the Company's business. The Executive shall not, during and after
      the
      term of his employment, disclose all or any part of the Executive's customer
      list to any person, firm, corporation, association, or other entity for any
      reason or purpose. In the event of the Executive's breach or threatened breach
      of this paragraph, the Company shall be entitled to a preliminary restraining
      order and an injunction restraining and enjoining the Executive from disclosing
      all or any part of the Company's Client list and from rendering any services
      to
      any person, firm, corporation, association, or other entity to whom all or
      any
      part of such list has been, or is threatened to be, disclosed. In addition
      to or
      in lieu of the above, the Company may pursue all other remedies available to
      the
      Company for such breach or threatened breach, including the recovery of damages
      from the Executive.

     

    13.
       Trade
      Secrets.

     

    (a)
      The
      parties acknowledge and agree that during the term of this agreement and in
      the
      course of the discharge of Executive’s duties hereunder, Executive shall have
      access to and become acquainted with financial, personnel, sales, scientific,
      technical and other information regarding formulas, patterns, compilations,
      programs, devices, methods, techniques, operations, plans and processes that
      are
      owned by Company, actually or potentially used in the operation of Company's
      business, or obtained from third parties under an agreement of confidentiality,
      and that such information constitutes Company's ''trade secrets.''

     

    (b)
      Executive specifically agrees that Executive shall not misuse, misappropriate,
      or disclose in writing, orally or by electronic means, any trade secrets,
      directly or indirectly, to any other person or use them in any way, either
      during the term of this agreement or at any other time thereafter, except as
      is
      required in the course of Executive’s employment.

     

    (c)
      Executive acknowledges and agrees that the sale or unauthorized use or
      disclosure in writing, orally or by electronic means, of any of Company's trade
      secrets obtained by Executive during the course of Executive’s employment under
      this agreement, including information concerning Company's actual or potential
      work, services, or products, the facts that any such work, services, or products
      are planned, under consideration, or in production, as well as any descriptions
      thereof, constitute unfair competition. Executive promises and agrees not to
      engage in any unfair competition with Company, either during the term of this
      Agreement or at any other time thereafter

     

    (d)
      Executive further agrees that all files, records, documents, drawings,
      specifications, equipment, software, and similar items whether maintained in
      hard copy or on-line relating to Company's or Company Subsidiaries’ business,
      whether prepared by Executive or others, are and shall remain exclusively the
      property of Company and that they shall be removed from the premises or, if
      kept
      on-line, from the computer systems of Company only with the express prior
      written consent of the Company.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    14.
       Use
      of
      Executive’s Name.

     

    (a)
      Company shall have the right to use the name of Executive as part of the trade
      name or trademark of Company if it should be deemed advisable to do so. Any
      trade name or trademark, of which the name of Executive is a part, that is
      adopted by Company during the employment of Executive may be used thereafter
      by
      Company for as long as Company deems advisable.

     

    (b)
      Executive shall not, either during the term of this Agreement or at any time
      thereafter, use or permit the use of Executive’s name in the trade name or
      trademark of any other enterprise if that other enterprise is engaged in a
      business similar in any respect to that conducted by Company, unless that trade
      name or trademark clearly indicates that the other enterprise is a separate
      entity entirely distinct from and not to be confused with Company and unless
      that trade name or trademark excludes any words or symbols stating or suggesting
      prior or current affiliation or connection by that other enterprise or its
      employees with Company.

    


    15.
       Nontransferability.
      Neither
      Executive, Executive’s spouse, nor their estates shall have any right to
      commute, anticipate, encumber or dispose of any payment under this Agreement.
      Such payments and accompanying rights are nonassignable and nontransferable,
      expect as otherwise specifically provided for in this Agreement.

    


    16.
       Breach
      of the Agreement.
      In the
      event of any claimed breach of this Agreement, the party claimed to have
      committed the breach will be entitled to written notice of the alleged breach
      and a period of ten (10) days in which to remedy such breach. Executive acknowledges
      and agrees that a breach of any of the covenants contained in this Agreement
      will result in irreparable and continuing harm to the Company for which there
      will be no adequate remedy at law. The Company will be entitled to preliminary
      and permanent injunctive relief to restrain Executive
      from
      violating the terms and conditions of this Agreement in addition to other
      available remedies, at law and in equity.

     

    (1)
      Executive acknowledges that: (i) compliance with Paragraphs 2(e), (f), and
      (g)
      is necessary to protect the Company's business and good will; (ii) a breach
      of
      those Paragraphs will irreparably and continually damage Company; and (iii)
      an
      award of money damages will not be adequate to remedy such harm.

     

    (2)
      Consequently, Executive agrees that, in the event he breaches or threatens
      to
      breach any of these covenants, Company shall be entitled to both: (i) a
      preliminary or permanent injunction in order to prevent the continuation of
      such
      harm; and (ii) money damages, insofar as they can be determined, including,
      without limitation, all reasonable costs and attorneys' fees incurred by the
      Company in enforcing the provisions of this Agreement. Nothing in this
      Agreement, however, shall prohibit Company from also pursuing any other
      remedy.

     

    (3)
      If,
      after the expiration of the two (2) year period referred to in Paragraph 2(e)
      hereof, Executive becomes affiliated with any business that competes with
      Company, either as a shareholder, manager, partner, creditor, employee,
      consultant, agent or independent contractor, or a customer or account of Company
      becomes a customer or account of the competing business with which Executive
      is
      affiliated, this fact shall be presumptive evidence that Executive has breached
      the terms of this Agreement, and the burden of proving otherwise shall rest
      upon
      Executive.

     

    (4)
      As
      money damages for the period of time during which Executive violates these
      covenants, Company shall be entitled to recover the full amount of any fees,
      compensation, or other remuneration earned by Executive as a result of any
      such
      breach.

     

    
      
         

      

      
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    17. Binding
      Effect.
      This
      Agreement shall inure to the benefit of, and be binding upon, the Company,
      its
      successors and assigns, including without limitation, any person, partnership,
      company or corporation which may acquire substantially all of the Company’s
      assets or business or with or into which the Company may be liquidated,
      consolidated or otherwise combined. In addition, this Agreement shall inure
      to
      the benefit of, and be binding upon, Executive, Executive’s heirs, distributes
      and personal representatives.

    


    18.
       Waiver.
      The
      failure of either party to insist in any one or more instances upon performance
      of any term or condition of this Agreement shall not be construed as a waiver
      of
      future performance. The obligations of either party with respect to such term,
      covenant or condition shall continue in full force and effect.

    


    19. Notice.
      Any
      notice given hereunder shall be in writing and delivered or mailed by first
      class mail and either reputable overnight delivery service or registered
      certified mail return receipt requested to the parties at the following
      addresses:

    


    Company:        
      Homeland
      Integrated Security Systems, Inc.

    1
      Town
      Square Boulevard

    Suite
      347

    Asheville,
      North Carolina

    


    Executive:        
      Brian
      Riley 

    1620
      Battle Creek Road

    Horse
      Shoe, North Carolina 28742

    


    20.
       Entire
      Agreement.
      This
      Agreement supersedes all previous agreements between Executive and Company
      and
      contains the entire understanding and agreement between the parties with respect
      to its subject matter. This Agreement cannot be amended, modified or
      supplemented in any respect except by a subsequent written agreement entered
      into by both Executive and Company.

     

    21.
       Headings.
      Headings in this Agreement are for convenience purposes only and shall not
      be
      used to interpret or construe its provisions.

    


    22.
       Governing
      Law.
      This
      Agreement shall be construed in accordance with and be governed by the laws
      of
      the State of Florida.

    


    23. Arbitration.
      Any
      dispute or claim arising from or in any way related to this agreement shall
      be
      settled by arbitration in Florida at the option of Company. All arbitration
      shall be conducted in accordance with the rules and regulations of the American
      Arbitration Association ("AAA").
      AAA shall designate a panel of three arbitrators from an approved list of
      arbitrators following both parties' review and deletion of those arbitrators
      on
      the approved list having a conflict of interest with either party. Each party
      shall pay its own expenses associated with such arbitration. A demand for
      arbitration shall be made within a reasonable time after the claim, dispute
      or
      other matter has arisen and in no event shall such demand be made after the
      date
      when institution of legal or equitable proceedings based on such claim, dispute
      or other matter in question would be barred by the applicable statutes of
      limitations. The decision of the arbitrators shall be rendered within sixty
      (60)
      days of submission of any claim or dispute, shall be in writing and mailed
      to
      all the parties included in the arbitration. The decision of the arbitrator
      shall be binding upon the parties and judgment in accordance with that decision
      may be entered in any court having jurisdiction thereof.

     

    24.
       Severability.
      If
      any
      provision of this Agreement is held to be illegal or invalid by a court of
      competent jurisdiction, such provision shall be deemed to be severed and deleted
      and neither such provision, nor its severance and deletion, shall affect the
      validity of the remaining provisions.

    


    IN
      WITNESS HEREOF,
      the
      parties have executed this Agreement the day and year above
      written.

    


    Executive                                           
        Company

    


    


    ________________________    _____________________________

    Brian
      Riley                                                       Homeland
      Integrated Security Systems, Inc.

    By:
      Frank
      Moody, President

    


    


    Corporate
      Seal

    Attest:

    


    ________________________

    Secretary

    


     

    
      
         

      

      
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