Exhibit 10.16


     

    Exhibit
      10.16


    


     

    SALES
      REPRESENTATIVE EMPLOYMENT AGREEMENT

     

    THIS
      AGREEMENT is made and entered into as of the 27th day of May, 2005, by and
      between HISS , a Florida corporation ("HISS"), and Barry Bennett a resident
      of
      the State of Virginia residing at 119 North Payne Street, Alexandria, Virginia
      22314. 

     

    R E C I T A L S:

     

    A. HISS
      designs and/or manufactures security system software and products, including
      Cyber Tracker, Radiation Detection equipment, and cellular phones. 

     

    B. Representative
      represents that it is familiar with the market for HISS's products and wishes
      to
      act as a sales representative for HISS's Products (as defined below) in the
      Territory (as defined below).

     

    NOW,
      THEREFORE, in consideration of the mutual promises and mutual covenants
      exchanged, the parties hereby agree as follows:

     

    1. Definitions.

     

     As
      used
      herein:

     

    1.1 "Products"
      shall
      mean those standard HISS products, systems and accessories and related products
      offered by HISS for sale in the Territory which are listed in Exhibit A
      attached hereto, as the same may be amended or modified from time to time by
      HISS in its sole discretion.

     

    1.2 "Territory"
      shall
      mean the geographical area, specified prospects/customers or areas described
      in
      Exhibit B attached hereto, as the same may be amended or modified from time
      to time by duly authorized representatives of the parties hereto in
      writing.

     

    1.3 "Net
      Billings"
      shall
      mean all amounts invoiced in respect to the sale of Products actually shipped
      to
      a customer, less actual discounts, credits, refunds and allowances made,
      freight, transportation, C.O.D., insurance and similar charges, manufacturer's
      warranty charges, and any applicable sales, use or other similar
      taxes.

     

    1.4 "Bookings"
      shall
      mean orders from customers that have been received, acknowledged and accepted
      by
      HISS and scheduled for shipment to the customer.

     

    1.5 "Commissions"
      shall
      mean Representative's compen-sation for performance of its duties hereunder
      at
      the rates set forth in Exhibit A attached hereto, as the same may be
      amended or modified from time to time by HISS in its sole discretion by giving
      at least thirty (30) days’ prior written notice to Representative before such
      change becomes effective. The new commission rates shall apply to all orders
      received or dated after the effective date of such notification.

     

    
      
        
        

      

      
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    1.6 "House
      Accounts"
      shall
      mean those customers for or purchasers of HISS Products which are located within
      the Territory and which are designated from time to time in writing by HISS
      as
      House Accounts. House Accounts designated by HISS at the time of execution
      of
      this Agreement are set forth in Exhibit B attached hereto. HISS may in its
      sole discretion designate other customers as House Accounts by giving
      Representative at least ten (10) days prior written notice of such designation
      before such designation becomes effective.

     

    1.7 "Regular
      Accounts"
      shall
      mean those customers for or purchasers of HISS Products which are not defined
      in
      Section 1.6 above and shall be serviced by the Representative.

     

    1.8 "Industrial
      Distributor"
      shall
      mean those persons, firms or organizations purchasing HISS Products for resale
      to customers in the Territory (excluding House Accounts) in accordance with
      distributorship agreements entered into from time to time with
      HISS.

     

    1.9 "Confidential
      Information"
      shall
      mean all informa-tion made available by HISS to Representative, its agents
      or
      employees, in connection with this Agreement which HISS protects against
      unrestricted disclosure to others and which: (i) if in written or other
      tangible form, is clearly designated as "Confidential"; or (ii) if
      disclosed orally, is designated as "Confidential" in a written memorandum
      delivered by HISS promptly following such oral disclosure. By way of
      illustration, but no limitation, Confidential Information may include
      proprietary technical data and concepts, vendor and customer information,
      financial information and marketing data.

     

    2. Sales
      Agency Arrangement.


     

    2.1 Appointment.  HISS
      hereby appoints Representative as HISS's non-exclusive sales representative
      to
      solicit orders for Products in the Territory, and Representative hereby accepts
      such appointment, subject to the terms and conditions of this Agreement.
      Notwithstanding the foregoing, HISS reserves the right during the term of this
      Agreement to sell Products directly to House Accounts without paying Commissions
      to Representative.


     

    2.2 Solicitation
      of Orders.

     

    (a) Representative
      agrees to use its diligent and best efforts to solicit orders and promote sales
      of Products in the Territory and to devote such time and effort to such
      activities as is reasonably necessary to provide coverage for existing and
      potential accounts within the Territory on a regular basis, consistent with
      good
      business practices.

     

    (b) Representative
      shall solicit orders for Products at such prices, and on such other terms and
      conditions, as may be established by HISS from time to time. All quotations
      for
      Products must be made on HISS's standard quotation forms and be based upon
      HISS's published prices and standard terms and conditions as then in effect,
      unless deviations there from have been approved in advance by HISS. No quotation
      will be valid for a period of more than thirty (30) days unless otherwise
      approved in advance by HISS. Representative will provide to HISS copies of
      all
      quotations and correspondence with customers and potential
      customers.

     

    
      
        
        

      

      
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    (c) All
      Purchase Orders solicited by Representative are subject to written acceptance
      by
      an officer or other authorized employee of HISS, and no Purchase Order shall
      be
      binding upon HISS until so accepted. All orders will be accepted only in
      accordance with HISS's Standard Terms and Conditions of Sale. HISS reserves
      the
      right to alter or amend its Standard Terms and Conditions of Sale at any time
      and such revised Standard Terms and Conditions of Sale shall be used for all
      sales after the effective date of such revisions. Representative agrees that
      it
      shall have no authority to accept any order, assume, create or modify any
      agreement or obligation or authorize any allowance, adjustment or return of
      Products on behalf of HISS and shall so advise all customers and potential
      customers with whom it deals.

     

    (d) HISS
      shall have the right to change its standard price list at any time and from
      time
      to time during the term of this Agreement, provided that HISS shall give
      Representative thirty (30) days' advance notice of any such price change. No
      price change shall be effective for Products covered by a Purchase Order
      accepted by HISS prior to the effective date of such price change. The price
      of
      all Products shall include the cost of standard packaging in accordance with
      HISS's standard commercial practices. All freight, insurance, shipping and
      non-standard packaging expense shall be borne by and invoiced to the customer
      unless otherwise specified in HISS’s quotation.

     

    (e) All
      invoices in connection with Purchase Orders solicited by Representative shall
      be
      rendered by HISS, directly to the customer, with a copy thereof to be forwarded
      to Representative, in accordance with HISS's established invoicing practices.
      Responsibility for all collections shall rest with HISS; provided, however,
      that
      HISS does not warrant the collectibility of any invoice. Representative agrees,
      upon HISS's request, to assist HISS in effecting the collection of receivables
      from customers solicited by Representative.

     

    2.3 Other
      Duties of Representative.

     

    During
      the term of this Agreement, Representative agrees as follows:

     

    (a) Representative
      shall maintain at least one office in the Territory which shall be continually
      open and adequately staffed during normal business hours. Representative shall
      employ an adequate number of qualified sales personnel, at such compensation
      and
      on such other conditions as Representative may deem appropriate, in order to
      enable Representative to discharge its duties hereunder;

     

    (b) Upon
      request of HISS, Representative agrees to undertake, at Representative's
      expense, those administrative functions HISS deems reasonably required for
      proper management of the sales activity, including, but not limited
      to:

     

    
      
        
        

      

      
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    (i) Attendance
      of sales personnel at Regional Sales Conferences
      for the region in which the Territory is located      and
      at
      National Sales Conferences.

     

    (ii) Submission
      of rolling three-month forecasts of bookings and billings
      forecasts to HISS every month.

     

    (iii) Submission
      of annual sales forecasts.

     

    (iv) Submission
      of customer contact reports on a regular basis.

     

    (c) Representative
      shall obtain, and regularly report to HISS, information concerning existing
      and
      potential markets for existing Products, as well as customer interest in
      potential new or modified Products within HISS's field of
      operations;

     

    (d) Representative
      shall cooperate with and assist HISS in implementing such promotional and
      merchandising campaigns as HISS may from time to time undertake;

     

    (e) Representative
      shall regularly report to HISS regarding activities of HISS's competitors of
      which Representative becomes aware during the course of Representative's
      services hereunder;

     

    (f) Representative
      shall properly store and maintain all Products and other property of HISS which
      may be supplied to Representative on consignment, for demonstration purposes
      or
      otherwise, and shall return the same to HISS in good condition (reasonable
      wear
      and tear excepted) upon the termination of this Agreement or HISS's request
      therefore. Representative shall be responsible for normal maintenance of all
      demonstration units when they are located in the Territory. Representative
      shall
      provide monthly inventory reports to HISS of any Products or other property
      of
      HISS, which is in Representative's possession, or in transit to or from
      Representative, and shall be responsible for any loss or shortage.
      Representative shall keep appropriate and adequate records of any Products
      or
      other property of HISS shipped to and from its premises under its control or
      direction, and shall maintain suitable warehousing facilities where required.
      HISS shall have the right, on request, to examine and/or audit all records
      pertaining thereto and to conduct a physical inventory on reasonable
      notice;

     

    (g) Representative
      shall promptly notify HISS of any complaint or claim made or brought against
      Representative or HISS with respect to any Product;

     

    (h) Representative
      shall promptly notify HISS of all inquiries regarding Products received by
      Representative from sources outside the Territory;

     

    (i) Representative
      shall avoid any actual or potential conflict of interest with its duties to
      HISS
      hereunder. Representative shall not represent any other manufacturer or supplier
      of equipment competitive with the Products without the prior written consent
      of
      HISS; and

     

    
      
        
        

      

      
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    (j) Representative
      shall attend, at Representa-tive's expense, at least one of HISS's periodic
      training sessions per year.

     

    2.4 Duties
      of HISS.

     

    During
      the term of this Agreement, HISS agrees as follows:

     

    (a) HISS
      shall provide Representative with current technical information regarding the
      Products. HISS may add or delete Products which it offers for sale from time
      to
      time in its sole discretion; and

     

    (b) HISS
      shall furnish to Representative, without charge, reasonable quantities of
      promotional sales literature and brochures, catalogue sheets, price lists and
      engineering data and such other information and sales aids as, in HISS's
      opinion, are appropriate for use by Representative in soliciting the sale of
      Products hereunder, which materials may be used by Representative solely to
      support its sales activities on HISS's behalf.

     

    2.5 Commissions.
      

     

    (a) As
      sole
      and exclusive commission compensation for Representative's services hereunder,
      HISS shall pay Commissions to Representative, at the rates set forth in Exhibit
      A attached hereto, on (i) the Net Billings directly invoiced by HISS with
      respect to sales of Products to Regular Account customers located in the
      Territory, and (ii) the Net Billings invoiced by HISS's Industrial Distributors
      with respect to sales of Products for shipment to Regular Account customers
      of
      Representative located in the Territory, but excluding in each case Net Billings
      with respect to sales of Products to House Accounts.

     

    (b) Commission
      payments with respect to sales of Products made directly through Representative
      shall be made by the fifteenth (15th) day of the calendar month following the
      month in which HISS receives payment from its customers.

     

    (d) Each
      Commission payment shall be accompanied by a statement setting forth in
      reasonable detail the computation of the Commissions being paid, and any
      deductions thereto for identifying invoices by number.

     

    (e) HISS
      may,
      in its sole discretion, allocate Commissions to be shared between two or more
      of
      HISS's Representatives. Representative shall be notified in writing of HISS's
      determination, which shall be final.

     

    (g) If
      this
      Agreement is terminated by either party, Commissions shall thereafter be
      determined and payable in accordance with Section 5.

     

    (h) Any
      claim
      or dispute Representative may have, which is related to or arises out of the
      payment of Commissions hereunder shall be submitted to HISS in writing within
      thirty (30) days after Representative knows of, or has reason to know of, the
      basis for the claim or dispute. Failure to give notice shall relieve HISS from
      any and all liability for such claim or dispute. The provisions of this
      subsection shall survive the termination of this Agreement.

     

    
      
        
        

      

      
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      	2.6  	
              Compensation.

            


    

     

    HISS
      agrees to pay Barry Bennett a sum of $5,000.00 each month beginning on June
      1,
      2005 and at the beginning of each month thereafter for the life of this
      agreement. Barry Bennett aggress to become a Part-time employee of HISS and
      operate a Washington Office for the company. In addition to the monthly
      compensation HISS will pay $800 each month during the term of this agreement
      as
      a portion of rent and overhead. All other expenses must be pre-approved by
      HISS.

     

    
      	2.7  	
              Stock
                Option Plan

            


    

     

    Barry
      Bennett will participation in the ESOP and be granted restricted stock options
      at a agreed upon strike price for 20,000 shares per month.

     

    3. Warranties
      and Limitations of Liability.

     

    HISS
      shall provide to customers solicited by Representative only such limited product
      warranties as are contained in its Standard Terms and Conditions of Sale, as
      modified from time to time. Representative shall make no representations or
      warranties to customers or potential customers inconsistent with or in addition
      to those contained in such terms and conditions.

     

    4. Confidential
      Information and Trademarks.


     

    4.1 Proprietary
      Rights.

     

    Representative
      agrees that HISS retains proprietary rights in and to all product
      specifications, designs, engineering details, discoveries, inventions, patents,
      trade secrets and other proprietary rights relating to the Products (the
      "Proprietary Information"). The Products are offered for sale and are sold
      by
      HISS subject in every case to the condition that such sale does not convey
      any
      license, expressly or by implication, estoppel or otherwise, to manufacture,
      duplicate or otherwise copy or reproduce any of the Products.

     

    4.2 Protection
      of Confidential Information.

     

    Represen-tative
      agrees to protect the confidentiality of all Confidential Information (including
      without limitation the Proprietary Information) with the same degree of care
      as
      Representative accords to Representative's own confidential and proprietary
      information and to use such Confidential Information only for purposes related
      to this Agreement; provided, however, that Representative shall not be obligated
      to treat information as Confidential Information, if such
      information:

     

    (a) Was
      rightfully in Representative's posses-sion, or rightfully known to
      Representative, prior to its receipt from HISS; or

     

    (b) Is
      or
      becomes public knowledge without the fault of Representative; or

     

    (c) Is
      or
      becomes rightfully available to Representative without confidential restriction
      from a source having no duty of confidentiality to HISS.

     

    
      
        
        

      

      
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    4.3 Continuation
      of Obligations.

     

    The
      obligations imposed by Section 4.2 shall continue during the term of this
      Agreement and for a period of two (2) years thereafter. Upon termination of
      this
      Agreement, Representative will return to HISS, within thirty (30) days, all
      Confidential Information in written or other tangible form, and all
      reproductions, copies, extracts or summaries thereof, in its
      possession.

     

    4.4 Trademarks.

     

    HISS
      hereby grants Representative the right to use HISS's trademarks solely in
      connection with the solicitation of orders for Products hereunder and for such
      other purposes as may be approved in advance by HISS. Representative
      acknowledges that such trademarks are and shall remain the sole property of
      HISS. Representative shall not do or suffer to be done any act or thing that
      will in any way impair the rights of HISS in and to any HISS trademark.
      Representative agrees not to use or register for use any name or mark
      confusingly similar to any trademark of HISS. Upon termination of this Agreement
      for any reason, Representative agrees to discontinue use of all HISS
      trademarks.

     

    5. Term
      and Termination.

     

    5.1 Term.

     

    Unless
      terminated sooner as herein provided, the term of this Agreement shall be for
      a
      period of twelve (12) months from the date of this Agreement. Furthermore,
      this
      Agreement will be automatically renewed for additional twelve (12)-month terms,
      unless HISS gives notice of termination of the Agreement to Representative
      at
      least thirty (30) days’ prior to the expiration of the initial or any renewal
      term. Commissions on accounts booked by the representative will continue to
      be
      paid as long as the accounts are active and generating net billing
      revenue.

     

    5.2 Termination
      by HISS for Cause.

     

    This
      Agreement may be immediately terminated by HISS upon the breach or default
      by
      Representative of any of the material terms, obligations, covenants,
      representations or warranties contained herein, including, without limitation,
      Representative's misuse of Confidential Information or the engagement in
      activities competitive with the sale of Products by HISS, by giving written
      notice of termination and specifying such breach or default. 

     

    5.3 Termination
      Without Cause.

     

    This
      Agreement may be terminated by either of the parties without cause upon written
      notice to the other party given at least ninety (90) days prior to the effective
      date of termination stated in the notice. In such event, Representative shall
      receive Commissions only on Bookings made directly through Representative prior
      to the date of termination, which result in payments made for as long as the
      bookings generate net billing revenue.

     

    6. Miscellaneous.


     

    6.2 Notices.

     

    All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be deemed effectively given upon personal delivery or on
      the
      day sent by facsimile transmission if a true and correct copy is sent the same
      day by first class mail, postage prepaid, or by dispatch by an internationally
      recognized express courier service, to the proper parties at the appropriate
      business addresses.

     

    
      
        
        

      

      
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    6.4 Headings.

     

    The
      headings of the several sections of this Agreement are inserted for the
      convenience of reference only and are not intended to affect the meaning or
      interpretation of this Agreement.

     

    6.5 Counterparts.

     

    This
      Agreement may be executed in counterparts, and delivery of a signed counterpart
      by facsimile shall constitute valid execution and delivery of this
      Agreement.

     

    6.6 Assignment.

     

    Neither
      this Agreement, nor any rights or obligations hereunder may be assigned,
      delegated or transferred in any manner by Representative without the prior
      written consent of HISS. This Agreement shall bind and inure to the benefit
      of
      any successors or assigns of HISS and to any permitted successors or assigns
      of
      Representative.

     

    6.7 Entire
      Agreement.

     

    This
      Agreement, including Exhibits A and B hereto, constitutes the entire agreement
      between the parties pertaining to the subject matter contained herein and
      supersedes all prior and contemporaneous negotiations, representations,
      agreements and understandings of the parties. Except for amendments or
      modifications permitted to be made by HISS in its sole discretion, no
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by the party sought to be bound.

     

    6.8 Applicable
      Law.

     

    This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      the laws of the State of Florida without regard to any principles governing
      conflicts of laws. Any action or proceeding brought under or arising out of
      this
      Agreement shall be litigated or brought in an appropriate state or federal
      court
      in the State of Florida. The trade terms under this Agreement shall be governed
      by and interpreted in accordance with the provisions of the Uniform Commercial
      Code, as adopted in the State of Florida, and shall not be subject to or
      governed by the United Nations Convention on Contracts for the International
      Sale of Goods.

     

    6.9 Severability.

     

    Should
      any provision of this Agreement be determined to be invalid, it should be
      severed from this Agreement and the remaining provisions of this Agreement
      shall
      remain in full force and effect.

     

    6.10 Non-Waiver.

     

    The
      failure of either party to enforce at any time any provision or provisions
      of
      this Agreement shall in no way be considered to be a waiver of such provision
      or
      provisions, nor shall such failure affect the validity of this Agreement in
      any
      way. The failure of either party to exercise any such provision or provisions
      shall not be construed as a waiver of any continuing or succeeding breach of
      such provision, a waiver of the provision itself, or a waiver of any other
      right
      under this Agreement.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
      the
      date first set forth above.

     

    


     

    


    


    ________________________________                                                  
      HISS, Inc.

    (Sales
      Representative)

    


    By:
      Barry
      Bennett`                                                                                       By:
      Fredrick W. Wicks

                                   Its:
      COO

    


    Name:
      Barry
      Bennett                                                                                   
Name:_________________________

     

    


    
 

    
      
        
        

      

      
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    EXHIBIT
      A

     

    SALES
      REPRESENTATIVE AGREEMENT

     

    


     

    Dated:
      _______________

     

    


     

    1.       
      PRODUCTS

     

    


     

    The
      HISS
      products covered by this Agreement are listed below:

     

    All
      HISS
      Standard Products and Options (Hardware and Software) listed on the effective
      ,
      2005

     

    2.       
      COMMISSIONS
      SCHEDULE FOR DIRECT SALES 


     

    15%
      of
      the net billing invoice.

     

     

    
      
        
        

      

      
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    EXHIBIT
      B

     

    SALES
      REPRESENTATIVE AGREEMENT

     

    


     

    Dated:
      May 27, 2005

     

    


     

    1.       
      TERRITORY


     

    The
      following Territory is hereby assigned to Representative for the sale of HISS
      Products as described in this Agreement: 

     

    United
      States Federal Government, State Governments, Local Governments, and Foreign
      Governments non-exclusively

     

     

    2.      
      HOUSE
      ACCOUNTS


     

    Excluded
      from commissions payable for sales in the Territory are sales to the following
      House Accounts:

     

     

    3. REGULAR
      ACCOUNTS

     

    All
      accounts not listed in Exhibit B, Item 2 above. HISS assigns exclusivity by
      customer accounts. When a sales representative introduces a potential customer
      to HISS by providing his name, position and title, the organization that he
      is
      affiliated with and his email address or telephone number and address, the
      potential customer is then entered into our data base. Once this information
      is
      presented to HISS Marketing, this customer is designated as your exclusive
      account for one year from the day you registered him with HISS or as long as
      this agreement is in effect, provided that this account places an order with
      HISS within the 12 month period after the registration.

     

     

    
      
        
        

      

      
        11