EXHIBIT 99.7
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "AGREEMENT") dated as of December 1, 2004,
("EFFECTIVE DATE") between Markland Technology, Inc. (including, as the context
may require, its subsidiaries, the "COMPANY"), a Florida corporation, and Gino
Pereira, (the "EMPLOYEE"), located in Oxford, Connecticut, 06478.
WHEREAS, the Company wishes to employ the EMPLOYEE to render services for the
Company on the terms and conditions set forth in this Agreement, and the
Employee wishes to be retained and employed by the Company on such terms and
conditions; and
NOW, THEREFORE, in consideration of the premises, the mutual agreements set
forth below and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:
1. The Company hereby employs the Employee, and the Employee accepts such
engagement and agrees to perform services for the Company, for the period and
upon the other terms and conditions set forth in this Agreement.
2. Term - Unless terminated at an earlier date in accordance with Section 8 of
this Agreement or otherwise extended by agreement of the parties, the term of
the Employee's engagement hereunder shall be for a period of five years,
commencing on December 1, 2004. The period of engagement may be extended by
written agreement or e- mail between the parties, provided that certain
provisions relating to compensation may change upon commencement of any
extension hereto.
3. Position and Duties
(a) Service with Company - During the term of the Employee's engagement, the
Employee agrees to perform such reasonable services as the Board of Directors of
the Company (the "BOARD") shall assign to Employee from time to time. The
Employee shall commence as an officer of the Company with the title of Chief
Financial Officer.
(b) Performance of Duties - The Employee agrees to serve the Company faithfully
and to the best of Employee's ability and to devote a reasonable amount of time,
attention and efforts to the business and affairs of the Company during
Employee's engagement by the Company. Initially this commitment shall be
part-time. The Employee hereby confirms that Employee is under no contractual
commitments inconsistent with Employee's obligations set forth in this Agreement
and that during the term of this Agreement, Employee will not render or perform
services for any other corporation, firm, entity or person, which are
inconsistent with the provisions of this Agreement. While Employee remains
employed by the Company, the Employee may participate in reasonable consulting
engagements, professional, charitable, and/or personal investment activities so
long as such activities do not interfere with the performance of Employee's
obligations under this Agreement.
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4. Compensation
(a) Base Consideration - As compensation for services to be rendered by the
Employee under this Agreement, the Company shall pay to the Employee during the
term of the contract an initial base payment of $18,750.00 gross per month
(total of $225,000 per year, the "INITIAL SALARY"), which payment shall be paid
bi-monthly in arrears in accordance with the Company's normal procedures and
policies. On January 15, 2005, the Company shall require the full time services
of the employee and the initial salary shall increase to $25,000.00 gross per
month (total of $300,000 per year, the "ANNUAL SALARY"), which payment shall be
paid bi-monthly in arrears in accordance with the Company's normal procedures
and policies.
(b) Incentive Compensation - In addition to the base payment, the Employee shall
be eligible to participate in any bonus or incentive compensation plans that may
be established by the Board from time to time applicable to the Employee's
services.
(c) Expenses- The Company will pay or reimburse the Employee for all reasonable
and necessary out-of-pocket expenses incurred by Employee in the performance of
Employee's duties under this Agreement, subject to the Company's normal policies
for expense verification. In addition, Company agrees to provide Employee with
up to $2,000 monthly for auto expense, business office expense, medical and life
insurance expenses while the employee is paid the initial salary, increasing to
$4,000 monthly upon full time employment on January 15, 2005.
(d) Initial Grant of Options - The company agrees to CONDITIONALLY grant to
Employee Three Million (3,000,000) shares of common stock in the Company (the
"COMMON STOCK").
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THE SUBJECT SHARES ISSUED ARE NON TRANSFERABLE AND SUBJECT TO FORFEITURE.
(e) Registration - All Employee's Shares and Accrued Shares (collectively
hereafter referred to as "Employee's Shares") may be unregistered, unless
registered prior to issuance.
Such unregistered shares shall bear the following legend.
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND REPURCHASE RIGHTS OF THE CORPORATION SET FORTH IN AN AGREEMENT
BETWEEN THIS CORPORATION AND THE REGISTERED HOLDER HEREOF, DATED DECEMBER 30,
2004, A COPY OF WHICH WILL BE PROVIDED TO THE HOLDER HEREOF BY THE CORPORATION
UPON WRITTEN REQUEST AND WITHOUT CHARGE.
Employee's Shares shall not contain the legend set forth above, nor any other
restrictive legend, if all of the following conditions are satisfied: (i) there
is an effective Registration Statement under the Securities Act for the
Employee's Shares at the time; and (ii) the Employee has delivered a certificate
to the Company to the effect that that Employee will comply with all applicable
prospectus delivery requirements under the Securities Act in any sale or
transfer of the Employee's Shares by the Employee. The Company agrees that it
will provide the Employee, upon request, with a certificate or certificates
representing Employee's Shares free from such legend, at such time as such
legend is no longer required hereunder. Alternatively the company agrees that it
will provide the Employee upon request with a certificate or certificates
representing a portion of Employee's Shares (not to exceed 750,000 shares) free
from such legend, upon receipt of an opinion of counsel satisfactory to the
company that a sale of such shares is deemed not to be a distribution pursuant
to 17 CFR 230.144 ("RULE 144"). The Company may not make any notation on its
records nor give instructions to any transfer agent of the Company which
enlarges the restrictions of transfer set forth in this Section.
(f) Bonus Stock Grants: Employee shall be eligible to receive bonus stock grants
as may be payable pursuant to the performance criteria as described below in
Section (h) subject to the same conditions as the initial stock grant.
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(g) Cash Bonus: Employee shall be eligible to receive a bonus as may be payable
pursuant to the performance criteria as described below in Section (h). The Cash
Bonus shall not exceed 300% of the Employee's annual salary.
(h) Performance Criteria: For any quarter of the company's operation the
employee may be eligible for a portion of his bonus if the company achieves
revenue or revenue and profit milestones set forth by the Board in its periodic
meetings.
(i) Change of Control - In the event of a change of control of the Company
during the period covered by this Agreement, all stock granted above shall be
vest immediately and all cash and expense compensation due for the earlier of 1)
three years from the date of change of control, or 2) until the end of the Term
of this Agreement, shall be placed in escrow in an account established by the
company with the designated escrow agent. The designated escrow agent shall be
Mr. David Broadwin Esq. of Foley & Hoag of Boston, MA. A change of control will
be defined as a change in the majority ownership of the Equity of the Company,
or the resignation or termination of the majority of the directors on the Board
within a 2 month period, or the replacement of the CEO of the Company.
(j) Registration Rights - In the event of a registration of Company common stock
following the Final Date, Employee shall have the right to participate in such
registration at Company's expense. Additionally, for a period of five years from
the date of this Agreement, Employee shall have preemptive rights in the event
of any potentially dilutive event (excluding exercise of any conversion rights
accounted for in the Imputed Conversion in Paragraph 4 (d) above), such that
Employee may, within a reasonable time, elect to participate in such dilutive
event under the terms thereof to maintain Employee's then current percentage
interest in the Company.
(k) STOCK RESTRICTION AND REPURCHASE - Prior to satisfaction of the following
conditions (the "CONDITIONS"): (i) there is an effective Registration Statement
under the Securities Act covering the Employee's Shares; and (ii) the Employee
has delivered a certificate to the Company to the effect that that Employee will
comply with all applicable prospectus delivery requirements under the Securities
Act in any sale or transfer of the Employee's Shares by the Employee, neither
the Employee's Shares nor any interest therein shall be sold, assigned or
otherwise transferred, whether by operation of law or otherwise, except to the
Company pursuant to this Agreement, provided that the Employee may transfer such
shares to members of his or her immediate family for estate planning purposes so
long as such transferees agree, in writing, to be bound by the terms of this
agreement, and further provided that the Employee may sell up to seven hundred
fifty thousand (750,000) of such Shares pursuant to Rule 144.
The Company shall not be required to transfer any Shares on its books which have
been transferred in violation of this Agreement, or to treat as owners of such
Shares, or accord the right to vote as such owner, or to pay dividends to any
person or organization to which any such Shares have been sold, assigned or
otherwise transferred in violation of this Agreement.
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In the event that the Employee ceases to be employed by the Company, for any
reason or no reason, with or without cause, the Company shall have the right and
option to purchase from the Employee or his personal representative, as the case
may be, for the sum of $0.01 per Share, up to, but not exceeding, the aggregate
number of Employee's Shares issued, less the number of Employee's Shares for
which the Conditions have been satisfied or have been disposed of pursuant to
Rule 144.
The Company may exercise its Repurchase Option by delivering or mailing to the
Employee (or his estate), within sixty (60) days after the Employee's last day
of employment with the Company (the "TERMINATION DATE"), a written notice of
exercise of the Repurchase Option. Such notice shall specify the number of
Shares to be purchased and shall be accompanied by a check in the amount of the
purchase price for such Shares. If, and to the extent that, the Repurchase
Option is not exercised by so giving the aforementioned notice within such sixty
(60) day period, the Repurchase Option shall automatically expire and terminate
effective upon the expiration of the sixty (60) day period. The Company, upon
termination or exercise of the Repurchase Option, shall deliver to the Employee
(or his estate) a certificate representing the shares, if any, as to which he is
entitled to ownership free and clear of such Repurchase Option.
All notices hereunder shall be in writing and shall be personally delivered or
sent by registered or certified mail, postage prepaid, return receipt requested
to the Employee (or his estate) at his or her address shown on the records of
the Company. Any notice so sent by registered or certified mail shall be deemed
received by the Employee upon mailing.
5. Confidential Information - Except as permitted or directed by the Company's
Board of Directors, during the term of Employee's engagement or at any time
thereafter, the Employee shall not divulge, furnish or make accessible to anyone
or use in any way (other than in the ordinary course of the business of the
Company) any confidential or secret knowledge or information of the Company that
the Employee has acquired or become acquainted with or will acquire or become
acquainted with prior to the termination of the period of Employee's engagement
by the Company (including engagement by the Company or any affiliated companies
prior to the date of this Agreement) whether developed by Employee self/herself
or by others, concerning any trade secrets, confidential or secret designs,
processes, formulae, plans, devices or material (whether or not patented or
patentable) directly or indirectly useful in any aspect of the business of the
Company, any customer or supplier lists of the Company, any confidential or
secret development or research work of the Company, or any other confidential
information or secret aspects of the business of the Company. The Employee
acknowledges that the above-described knowledge or information constitutes a
unique and valuable asset of the Company and represents a substantial investment
of time and expense by the Company, and that any disclosure or other use of such
knowledge or information other than for the sole benefit of the Company would be
wrongful and would cause irreparable harm to the Company. Both during and after
the term of Employee's engagement, the Employee will refrain from any acts or
omissions that would reduce the value of such knowledge or information to the
Company. The foregoing obligations of confidentiality shall not apply to any
knowledge or information that is now published and publicly available or which
subsequently becomes generally publicly known in the form in which it was
obtained from the Company, other than as a direct or indirect result of the
breach of this Agreement by the Employee.
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6. Ventures - If, during the term of Employee's engagement the Employee is
engaged in or associated with the planning or implementing of any project,
program or venture involving the Company and a third party or parties, all
rights in such project, program or venture shall belong to the Company, unless
prior written consent from the Company is obtained. Except as approved by the
Company's Board of Directors, the Employee shall not be entitled to any interest
in such project, program or venture or to any commission, finder's fee or other
compensation in connection therewith other than the compensation to be paid to
the Employee as provided in this Agreement.
7. Patent and Related Matters; Disclosure and Assignment - The Employee will
promptly disclose in writing to the Company complete information concerning each
and every invention, discovery, improvement, device, design, apparatus,
practice, process, method or product, whether patentable or not, made,
developed, perfected, devised, conceived or first reduced to practice by the
Employee, either solely or in collaboration with others, during the term of this
Agreement, whether or not during regular working hours, relating either directly
or significantly and indirectly to the business, products, practices or
techniques of the Company ("Developments"). The Employee, to the extent that
Employee has the legal right to do so, hereby acknowledges that any and all of
the Developments are the property of the Company and agrees to assign and hereby
assigns to the Company any and all of the Employee's right, title and interest
in and to any and all of the Developments ("Assignment"). During the period
commencing upon the day after the Employee's last day performing services for
the Company and ending one year after termination of the Employee's engagement
with the Company, at the reasonable request of the Company, the Employee will
confer with the Company and its representatives for the purpose of disclosing
all Developments to the Company, provided that such conference is at the
Company's expense and Employee is compensated at no less that a rate of $250 per
hour for Employee's time.
(a) Limitation on Section 7(a) - The provisions of Section 7 shall not apply to
any Development meeting the following conditions: (i) such Development was
developed entirely on the Employee's own time without the use of any Company
equipment, supplies, facility or trade secret information; and (ii) such
Development does not relate directly or significantly to the business of the
Company to the Company's actual or demonstrably anticipated research or
development; or result from any work performed by the Employee for the Company.
(b) Copyrightable Material - All right, title and interest in all copyrightable
material that the Employee shall conceive or originate, either individually or
jointly with others, and which arise out of the performance of this Agreement,
will be the property of the Company and are by this Agreement assigned to the
Company along with ownership of any and all copyrights in the copyrightable
material. Upon request and without further compensation therefor, but at no
expense to the Employee, the Employee shall execute all papers and perform all
other acts necessary to assist the Company to obtain and register copyrights on
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such materials in any and all countries, except that Employee shall be
compensated at no less that a rate of $250 per hour for Employee's time for
compliance with this provision following termination or expiration of this
Agreement. Where applicable, works of authorship created by the Employee for the
Company in performing Employee's responsibilities under this Agreement shall be
considered "WORKS MADE FOR HIRE," as defined in the U.S. Copyright Act. To the
extent not considered as work made for hire, such works will be considered
assigned to the Company under the Assignment provision of this Section 7.
(c) Know-How and Trade Secrets - All know-how and trade secret information
conceived or originated by the Employee that arises out of the performance of
Employee's obligations or responsibilities under this Agreement or any related
material or information shall be the property of the Company, and all rights
therein are by this Agreement assigned to the Company.
8. Termination of Engagement ; Grounds for Termination - The Employee's
engagement shall terminate prior to the expiration of the initial term set forth
in Section 2 or any extension thereof in the event that at any time: (i) The
Employee dies, (ii) The Board elects to terminate this Agreement for "cause" and
notifies the Employee in writing of such election, (iii) The Board elects to
terminate this Agreement without "cause" and notifies the Employee in writing of
such election, (iv) The Employee elects to terminate this Agreement and notifies
the Company in writing of such election, or (v) The Employee elects to terminate
this Agreement for "good reason" (as defined below) and notifies the Company in
writing of such election.
If this Agreement is terminated pursuant to clause (i) or (ii) of this Section
8(a), such termination shall be effective immediately. If this Agreement is
terminated pursuant to clause (iii), (iv), or (v) of this Section 8(a), such
termination shall be effective 30 days after delivery of the notice of
termination.
"Cause" means: (i) The Employee has breached the provisions of Section 5, 6 or 7
of this Agreement in any material respect, (ii) The Employee has engaged in
willful and material misconduct, including willful and material failure to
perform the Employee's duties as an officer or Employee of the Company and has
failed to cure such default within 30 days after receipt of written notice of
default from the Company, (iii) The Employee has committed fraud,
misappropriation or embezzlement in connection with the Company's business, or
(iv) The Employee has been convicted or has pleaded NOLO CONTENDERE to criminal
misconduct (except for parking violations, occasional minor traffic violations
and other similar minor violations).
(c) Effect of Termination - Notwithstanding any termination of this Agreement,
the Employee, in consideration of Employee's engagement hereunder to the date of
such termination, shall remain bound by the provisions of this Agreement which
specifically relate to periods, activities or obligations upon or subsequent to
the termination of the Employee's engagement.
(d) Surrender of Records and Property- Upon termination of Employee's engagement
with the Company, the Employee shall deliver promptly to the Company all
records, manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, calculations or copies thereof that relate in
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any way to the business, products, practices or techniques of the Company, and
all other property, trade secrets and confidential information of the Company,
including, but not limited to, all documents that in whole or in part contain
any trade secrets or confidential information of the Company, which in any of
these cases are in Employee's possession or under Employee's control.
(e) Payment Continuation - If the Employee's engagement by the Company is
terminated by the Company pursuant to clause (iii) of Section 8(a) or by
Employee for Good Reason pursuant to clause (v) of Section 8(a), the Company
shall continue to pay to the Employee Employee's base payment (less any payments
received by the Employee from any disability income insurance policy provided to
Employee by the Company) and shall continue to provide health insurance benefits
for the Employee through the earlier of (a) the date that the Employee has
obtained other equivalent full-time engagement, or (b) the expiration of this
agreement. Future option grants under this agreement will cease and the all
options granted to date will immediately vest. If this Agreement is terminated
pursuant to clauses (i), (ii) or (iv) of Section 8(a), the Employee's right to
base payment and benefits shall immediately terminate, except as may otherwise
be required by applicable law and all unvested options shall be cancelled.
(f) "Good Reason" defined - Good Reason shall mean: (i) the assignment of the
Employee to any duties inconsistent in any respect with the Employee's position
(including status, offices, titles and reporting requirements), authority,
duties or responsibilities as contemplated by Section 3(a) or any other action
by the Company which results in a diminution in such position, authority, duties
or responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Employee; (ii) any
termination or reduction of a material benefit under any benefits plan in which
the Employee participates unless (1) there is substituted a comparable benefit
that is economically substantially equivalent to the terminated or reduced
benefit prior to such termination or reduction or (2) benefits under such plan
are terminated or reduced with respect to all Employees previously granted
benefits thereunder; (iii) without limiting the generality of the foregoing, any
material breach of this Agreement by the Company or any successor thereto.
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9. Indemnification - In the event that Employee is made, or threatened to be
made, a party to any action or proceeding, whether civil or criminal, by reason
of the fact that Employee is or was a director, officer, or member of a
committee of the Board or serves or served any other corporation, partnership,
joint venture, trust, Employee benefit plan or other enterprise in any capacity
at the request of the Company, or resulting from any of Employee's actions in
any of the foregoing roles Employee shall be indemnified by the Company and the
Company shall advance Employee's related expenses to the fullest extent
permitted by law (including without limitation, damages, costs and reasonable
attorney fees), as may otherwise be provided in the Company's Certificate of
Incorporation and By Laws as incurred and will start prior to any judicial
preceding. The Company further covenants not to amend or repeal any provisions
of the Certificate of Incorporation or Bylaws of the Company in any manner which
would adversely affect the indemnification or exculpatory provisions contained
therein as they pertain to acts. The provisions of this Section are intended to
be for the benefit of, and shall be enforceable by, each indemnified party and
Employee's or her heirs and representatives. If the Company or any of its
successors or assigns (i) shall consolidate with or merge into any other
corporation or entity and shall not be the continuing or surviving corporation
or entity of such consolidation or merger or (ii) shall transfer all or
substantially all of its properties and assets to such Person, then and in each
such case, proper provisions shall be made so that the successors and assigns of
the Company shall assume all of the obligations set forth in this section 9.
10. Miscellaneous
(a) Counterparts - This Agreement may be executed in separate counterparts, each
of which will be an original and all of which taken together shall constitute
one and the same agreement, and any party hereto may execute this Agreement by
signing any such counterpart.
(b) Severability - Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule, the validity, legality and
enforceability of the other provisions of this Agreement will not be affected or
impaired thereby. In furtherance and not in limitation of the foregoing, should
the duration or geographical extent of, or business activities covered by, any
provision of this Agreement be in excess of that which is valid and enforceable
under applicable law, then such provision shall be construed to cover only that
duration, extent or activities which may validly and enforceably be covered.
(c) Assignability - Neither this Agreement nor any right, remedy, obligation or
liability arising hereunder or by reason hereof shall be assignable (including
by operation of law) by either party without the prior written consent of the
other party to this Agreement, except that the Company may, without the consent
of the Employee, assign its rights and obligations under this Agreement to any
corporation, firm or other business entity with or into which the Company may
merge or consolidate, or to which the Company may sell or transfer all or
substantially all of its assets, or of which 50% or more of the equity
investment and of the voting control is owned, directly or indirectly, by, or is
under common ownership with, the Company. Provided such assignee explicitly
assumes such responsibilities, after any such assignment by the Company, the
Company shall be discharged from all further liability hereunder and such
assignee shall thereafter be deemed to be the Company for the purposes of all
provisions of this Agreement including this Section 10.
(e) Modification, Amendment, Waiver or Termination - No provision of this
Agreement may be modified, amended, waived or terminated except by an instrument
in writing signed by the parties to this Agreement. No course of dealing between
the parties will modify, amend, waive or terminate any provision of this
Agreement or any rights or obligations of any party under or by reason of this
Agreement. No delay on the part of the Company or Employee in exercising any
right hereunder shall operate as a waiver of such right. No waiver, express or
implied, by the Company of any right or any breach by the Employee shall
constitute a waiver of any other right or breach by the Employee.
(f) Notices - All notices, consents, requests, instructions, approvals or other
communications provided for herein shall be in writing and delivered by personal
delivery, overnight courier, mail, electronic facsimile or e- mail addressed to
the receiving party at the address set forth herein. All such communications
shall be effective when received.
If to the Company:
Robert Tarini
#207 - 54 Danbury Road
Ridgefield, CT 06877
If to the Employee:
Gino Pereira
51 Tram Drive
Oxford, CT 06478
Any party may change the address set forth above by notice to the other party
given as provided herein.
(g) Headings - The headings and any table of contents contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
(h) Governing Law - ALL MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION,
VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF CONNECTICUT, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW
PROVISIONS THEREOF.
(i) Venue; Fees and Expenses - Any action at law, suit in equity or judicial
proceeding arising directly, indirectly, or otherwise in connection with, out
of, related to or from this Agreement, or any provision hereof, shall be
litigated only in the state courts located in the State of Connecticut, County
of Fairfield or the federal courts in the district which covers such county. The
Employee and the Company consent to the jurisdiction of such courts. The
prevailing party shall be entitled to recover its reasonable attorneys' fees and
costs in any such action.
(j) Waiver of Right to Jury Trial - Each party hereto hereby waives, except to
the extent otherwise required by applicable law, the right to trial by jury in
any legal action or proceeding between the parties hereto arising out of or in
connection with this Agreement.
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(k) Third-Party Benefit - Nothing in this Agreement, express or implied, is
intended to confer upon any other person any rights, remedies, obligations or
liabilities of any nature whatsoever.
(l) Withholding Taxes - The Company may withhold from any benefits payable under
this Agreement all federal, state, city or other taxes as shall be required
pursuant to any law or governmental regulation or ruling. THE PARTIES
ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE
BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THIS
AGREEMENT AND ANY EXHIBITS HERETO ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF
THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR ALL PRIOR
AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES
RELATING TO THE SUBJECT MATTER HEREOF.
ACCEPTED AND AGREED:
MARKLAND TECHNOLOGY, INC. GINO PEREIRA
By: Robert Tarini
Chief Executive Officer
/s/ Robert Tarini /s/ Gino Pereira
- ---------------------------------- -----------------------------------
Date: 12-30-2004 Date: 12-30-2004
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