**Exhibit 10.24****EMPLOYMENT AGREEMENT**EMPLOYMENT AGREEMENT (this “Agreement”), dated August 1, 2005, is entered into by and betweenBCI Communications, Inc. (the “Company”), a Delaware corporation, with its principal place ofbusiness at 20 Bushes Lane, Elmwood Park, New Jersey 07407, and Michael Guerriero (the “Employee”),an individual residing at 36 Mesa Place, Nanuet, NY 10954.WITNESSETH:**WHEREAS**, Richard Berliner, the Chief Executive Officer (“CEO”) and Chairman of the Board ofDirectors (the “Board”) of the Company, has approved and authorized the entry into this Agreementwith Employee, and Employee desires to be employed by the Company, on the terms and conditionshereinafter set forth.**WHEREAS**, Employee is willing to serve as “Executive Vice President” of the Company, and theCompany desires to retain Employee in that capacity on the terms and conditions herein set forth.NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties heretoagree as follows:Section 1. *Term of Employment*. The Employee’s employment under this Agreement shall commenceon the date of hereof (the “Commencement Date”) and, subject to earlier termination pursuant toSection 5 hereof, shall continue until the second anniversary of the Commencement Date (the“Term”).Section 2. *Position and Duties*. During the Term, the Employee shall serve as Executive VicePresident and shall have such powers and duties as are commensurate with such position and as maybe conferred upon him from time to time by Chief Executive Officer or Board of Directors of theCompany (the “Board”). If, during the Term, the Company desires to fill the position of ChiefOperating Officer (“COO”), Employee will be given the first right of refusal to said positionwithout consideration to an adjustment in Base Salary. During the Term, and except for illness orincapacity and reasonable vacation periods, the Employee shall devote all of his business time,attention, skill and efforts exclusively to the business and affairs of the Company and itssubsidiaries and affiliates and shall abide by all applicable policies of the Company.Section 3. *Compensation*.(a) For the performance of Employee’s duties hereunder during the Term, , the Employee shallreceive a base salary at an annualized rate of $175,000.00 (the “Base Salary”), less normaldeductions, earned and payable pursuant to the Company’s standard payroll practices as in effectfrom time to time.(b) The Employee shall be entitled to participate in all compensation and employee benefitplans or programs, and to receive all benefits, perquisites and emoluments, for which any salariedemployees of the Company are eligible under any plan or program now or hereafter established andmaintained by the Company, to the fullest extent permissible under the general terms and provisionsof such plans or programs and in accordance with the provisions thereof, including, withoutlimitation, incentive compensation, bonus, group hospitalization, health, dental care, or otherinsurance, stock purchase, restricted stock and stock option plans. Notwithstanding the foregoing,nothing in this Agreement shall preclude the amendment or termination of any such plan or program.The Company will use its best efforts to define an individual stock option and bonus plan byNovember 1, 2005. This plan must be defined and agreed to by both the Board and the Employee byDecember 31, 2005, otherwise this Agreement will be terminated.
 
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Section 4. *Business Expenses*. The Company shall pay or reimburse the Employee for allreasonable travel or other expenses incurred by the Employee in connection with the performance ofhis duties and obligations under this Agreement, subject to the Employee’s presentation ofappropriate vouchers in accordance with such procedures as the Company may from time to timeestablish for employees and to preserve any deductions for Federal income taxation purposes towhich the Company may be entitled.Section 5. *Effect of Termination of Employment*. (a) In the event the Employee’s employmentterminates, during the Term, due to a Without Cause Termination (as hereinafter defined), asliquidated damages or severance pay, or both, the Company shall pay the unpaid Base Salary throughthe end of the Term, but not less than the equivalent of five (5) months of the annual base salaryat the time of termination. The Employee shall be entitled to continued group hospitalization,health and dental care insurance for the periods specified in the Comprehensive Omnibus BudgetReconciliation Act (“COBRA”) upon payment by the Employee of the amounts specified under COBRA.(b) In the event that the Employee’s employment hereunder terminates due to a Termination forCause (as hereinafter defined) or death of the Employee, earned but unpaid Base Salary as of thedate of termination of employment shall be payable in full. However, no other payments shall bemade, or benefits provided, by the Company under this Agreement except for benefits that havealready become vested under the terms of such employee benefit programs as may be maintained by theCompany or its affiliates for its employees and except as otherwise required by law.(c) For purposes of this Agreement, the following terms have the following meanings:(i) The term “Termination for Cause” means, to the maximum extent permitted by applicable law,a termination of the Employee’s employment by the Company because the Employee has (a) materiallybreached or materially failed to perform his duties under applicable law and such breach or failureto perform constitutes self-dealing, willful misconduct or recklessness, (b) committed an act ofdishonesty in the performance of his duties hereunder or engaged in conduct detrimental to thebusiness of the Company, (c) been convicted of a felony or any crime involving moral turpitude, (d)materially breached or materially failed to perform his obligations and duties hereunder, whichbreach or failure the Employee shall fail to remedy within 30 days after written demand from theCompany, or (e) violated in any material respect the representations made in Section 1 above or theprovisions of Section 6 below.(ii) The term “Without Cause Termination” means a termination of the Employee’s employment bythe Company other than due to expiration of the Term and other than a Termination for Cause.Section 6. *Other Duties of Employee During and After Term.*(a) The Employee recognizes andacknowledges that all information pertaining to the affairs, business, clients, or customers of theCompany or any of its subsidiaries or affiliates (any or all of such entities being hereinafterreferred to as the “Business”), as such information may exist from time to time, other thaninformation that the Company has previously made publicly available, is confidential informationand is a unique and valuable asset of the Business, access to and knowledge of which are essentialto the performance of the Employee’s duties under this Agreement. In consideration of the paymentsmade to him hereunder, the Employee shall not at any time, except to the extent reasonablynecessary in the performance of his duties under this Agreement, divulge to any person, firm,association, corporation, or governmental agency, any information concerning the affairs,businesses, clients, or customers of the Business (except such information as is required by law tobe divulged to a government agency or pursuant to lawful process), or make use of any suchinformation for his own purposes or for the benefit of any person, firm, association or corporation(except the Business) and shall use his reasonable best efforts to prevent the disclosure of anysuch information by others. All records, memoranda, letters, books, papers, reports, accountings,experience or other data, and other records and documents relating to the Business, whether made bythe Employee or otherwise coming into his possession, are confidential information and are, shallbe, and shall remain the property of the Business. Nocopies thereof shall be made which are not retained by the Business, and the Employee agrees, ontermination of his employment or on demand of the Company, to deliver the same to the Company.
 
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(b) In consideration of the payments made to the Employee hereunder, during the six monthperiod commencing on the effective date of the Termination For Cause of his employment (the“Restricted Period”), the Employee shall not, without express prior written approval of the Board,directly or indirectly, own or hold any Proprietary Interest (as hereinafter defined) in, or beemployed by or receive remuneration from, any United States corporation, partnership, soleproprietorship or other entity engaged in the business of developing, producing, marketing orselling products or services, in the geographic areas in which the Company and any of itsaffiliates operate, of the kind or type developed or being developed, produced, marketed or sold bythe Company or any of its affiliates while the Employee was employed by the Company (a“Competitor”), other than severance-type or retirement-type benefits from entities constitutingprior employers of the Employee. During the Restricted Period, the Employee also shall not,without the express prior written consent of the Company, directly or indirectly, (i) solicit,induce or assist any third party in soliciting or inducing any person that is (or was at any timewithin the last twelve months prior to the solicitation or inducement) an employee, consultant,independent contractor or agent of the Company or any of its affiliates to leave the employment ofthe Company or any of its affiliates or cease performing services as an independent contractor,consultant or agent of the Company or any of its affiliates; (ii) hire, or assist any third partyin hiring, any person that is or was (at any time within the twelve months prior to the attemptedhiring) an employee, consultant, independent contractor or agent of the Company or any of itsaffiliates; or (iii) contact, communicate, solicit or transact any business with or assist anythird party in contacting, communicating, soliciting or transacting any business with any personthat is or was (at any time within the twelve months prior to the contact, communication,solicitation or transaction) a customer of the Company or its affiliates (or person who, at anytime during the twelve months prior to the contact, communication, solicitation or transaction, theCompany or its affiliates contacted, communicated with or solicited for the purposes of becoming acustomer of the Company or any of its affiliates) for the purposes of inducing such customer orpotential customer to be connected to or benefit from any business competitive with that of theCompany or any of its affiliates.For purposes of the preceding paragraph, the term “Proprietary Interest” means legal,beneficial or equitable ownership, whether through stockholding or otherwise, of an equity interestin a business, firm or entity other than ownership of less than five percent (5%) of any class ofequity interest in a publicly held business, firm or entity.(c) The Company’s obligation to make payments, or provide for any benefits under thisAgreement (except to the extent vested or exercisable) shall cease upon a violation of thepreceding provisions of this section. The provisions of this Section 6 shall survive theEmployee’s termination of his employment with the Company.(d) The Employee acknowledges that he has carefully read and considered all of the restraintsimposed pursuant to this Section 6 and that each and every one of said restraints is reasonable inrespect to subject matter, length of time and area. The Employee further acknowledges that damagesat law would not be a measurable or adequate remedy for a breach of the restrictive covenantcontained in Section 6(b) hereof, and accordingly consents to the entry by any court of competentjurisdiction of order enjoining him from violating any of such covenants. If any of the covenantscontained in this Section 6 is held to be invalid or unenforceable because of the duration of suchprovision or the area covered thereby, the parties agree that the court making such determinationshall have the power to reduce the duration and/or area of such provision and in its reduced formsaid provision shall then be enforceable.Section 7. *Withholdings*. The Company may directly or indirectly withhold from any paymentsmade under this Agreement all Federal, state, city or other taxes and all other deductions as shallbe required pursuant to any law or governmental regulation or ruling or pursuant to anycontributory benefit plan maintained by or on behalf of the Company.Section 8. *Consolidation, Merger or Sale of Assets*. Nothing in this Agreement shall precludethe Company from consolidating or merging into or with, or transferring all or substantially all ofits assets to, or engaging in any other business combination with, any other person or entity whichassumes this Agreement and allobligations and undertakings of the Company hereunder. Upon such a consolidation, merger, transferof assets or other business combination and assumption, the term “Company” used herein shall meansuch other person or entity and this Agreement shall continue in full force and effect.
 
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Section 9. *Notices*. All notices, requests, demands and other communications required orpermitted hereunder shall be given in writing and shall be deemed to have been duly given ifdelivered or mailed, postage prepaid, by same day or overnight mail (i) if to the Employee, at theaddress set forth above, or (ii) if to the Company, as follows:**BCI Communications, Inc.**