8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2007

VISUAL MANAGEMENT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-133936	68-0634458
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1000 Industrial Way North, Suite C
Toms River, New Jersey 08755
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (732) 281-1355

(Former name or former address, if changed since last report)

Wildon Productions Inc.
702-3071 Glen Drive
Coquitlam, British Columbia
Canada V3B 7RI

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act
(17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act
                                              (17 CFR 240.13e-4 (c))

EXPLANATORY NOTE

          This Form 8-K/A amends the Form 8-K filed by Visual Management Systems, Inc. on July 23, 2007, as amended on August 8, 2007 to (i) file as exhibits a form of convertible note and a form of warrant issued by Visual Management Systems, Inc. in connection with a bridge financing completed in March 2007, (ii) file as exhibits certain employment agreements between Visual Management Systems Holding, Inc. and its executive officers and (iii) refile Exhibit 99.3 to the filing to include pro forma financial information for the three months ended May 31, 2007.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(b)	PRO FORMA FINANCIAL INFORMATION
	Pro Forma financial information giving effect to the merger of Visual Management Systems Holding, Inc. and VMS Acquisition Corp. is included herewith as Exhibit 99.3.
(c)	EXHIBITS
	4.4	Form of Convertible Note issued to Visual Management Systems Holding, Inc. in the aggregate principal amount of $125,000.
	4.5	Form of Warrant issued by Visual Management Systems Holding, Inc. with respect to an aggregate 200,000 shares of Visual Management Systems Holding, Inc. Common Stock.
	10.5	Employment Agreement dated as of January 1, 2007 between Visual Management Systems Holding, Inc. and Jason Gonzalez.
	10.6	Employment Agreement dated as of January 1, 2007 between Visual Management Systems Holding, Inc. and Howard Herman.
	10.7	Employment Agreement dated as of January 1, 2007 between Visual Management Systems Holding, Inc. and Caroline Gonzalez.
	10.8	Employment Agreement dated as of January 1, 2007 between Visual Management Systems Holding, Inc. and Jonathan Bergman.
	10.9	Employment Agreement dated as of January 1, 2007 between Visual Management Systems Holding, Inc. and Kevin Sangirardi.
	99.3	Pro Forma Financial Information.

2

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Visual Management Systems, Inc.
	(Registrant)
By:	/s/ Jason Gonzalez
	Jason Gonzalez
	President and Chief Executive Officer

Dated: October 26, 2007

3

EX-4.4

EXHIBIT 4.4

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED

Principal Amount: $__________ Issue Date: March ___, 2007

CONVERTIBLE NOTE

          FOR VALUE RECEIVED, Visual Management Systems Holding, Inc., a New Jersey corporation (hereinafter called “Borrower”), hereby promises to pay to ________________________________________________________________, _____________________________________________________________________ (the “Holder”) with an address at __________________________or order, without demand, the sum of ______________________________________ Dollars ($__________), with simple interest accruing thereon, on September ____, 2007 (the “Maturity Date”), if not paid sooner.

          This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the “Subscription Agreement”), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

ARTICLE I

GENERAL PROVISIONS

          1.1 Maturity. Principal and accrued interest under this Note shall become due and payable on the Maturity Date. Borrower may prepay this note upon not less than thirty (30) days prior written notice to the Holder; provided, however, that Holder shall have the right to exercise the conversion rights set forth in Article II during such notice period.

          1.2 Conversion Privileges. The conversion rights set forth in Article II shall remain in full force and effect immediately from the date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default. The Note shall be payable in full on the Maturity Date, unless previously converted into Common Stock in accordance with Article II hereof; provided, that if an Event of Default has occurred that has not been timely cured, the Holder may extend the Maturity Date an amount of time equal to the duration of the Event of Default.

          1.3 Interest Rate. Simple interest payable on this Note shall accrue at the annual rate of eight percent (8%) and be payable at the request of the Holder upon or after each conversion of principal pursuant to Article II, and on the Maturity Date, accelerated or otherwise, when the principal and remaining accrued but unpaid interest shall be due and payable, or sooner as described below.

1

ARTICLE II

CONVERSION RIGHTS

          The Holder shall have the right to convert the principal due under this Note into Shares of the Borrower’s Common Stock (“Common Stock”) as set forth below.

                    2.1. Conversion into the Borrower’s Common Stock.

                    (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, at the election of the Holder (the date of giving of such notice of conversion being a “Conversion Date”) into fully paid and nonassessable shares of Common Stock as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such Common Stock shall hereafter be changed or reclassified, at the conversion price as defined in Section 2.1(b) hereof (the “Conversion Price”), determined as provided herein. Upon delivery to the Borrower of a completed Notice of Conversion, a form of which is annexed hereto, Borrower shall issue and deliver to the Holder within three (3) business days after the Conversion Date (such third day being the “Delivery Date”) that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted, by the Conversion Price.

                    (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be $0.625 per share.

                    (c) The Conversion Price and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

                              A. Merger, Sale of Assets, etc. If the Borrower at any time shall consolidate with or merge into or sell or convey all or substantially all its assets to any other corporation, this Note, as to the unpaid principal portion thereof, shall thereafter be deemed to evidence the right to acquire upon conversion such number and kind of shares or other securities and property as would have been issuable or distributable on account of such consolidation, merger, sale or conveyance, upon or with respect to the securities subject to the conversion or purchase right immediately prior to such consolidation, merger, sale or conveyance. The foregoing provision shall similarly apply to successive transactions of a similar nature by any such successor or purchaser. Without limiting the generality of the foregoing, the anti-dilution provisions of this Section shall apply to such securities of such successor or purchaser after any such consolidation, merger, sale or conveyance.

                              B. Reclassification, etc. If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes that may be issued or outstanding, this Note, as to the unpaid principal portion thereof, shall thereafter be deemed to evidence the right to acquire upon conversion an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

                              C. Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of

2

Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

                              D. Share Issuance. For such portion of the Note which remains outstanding and not converted, if the Borrower shall issue or agree to issue any shares of Common Stock for a consideration less than the Conversion Price in effect at the time of such issue, then, and thereafter successively upon each such issue, the Conversion Price shall be reduced to such other lower issue price. For purposes of this adjustment, the issuance of any security carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to purchase Common Stock shall result in an adjustment to the Conversion Price upon the issuance of the above-described security and again upon the issuance of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the then applicable Conversion Price. The reduction of the Conversion Price described in this paragraph is in addition to other rights of the Holder described in this Note and the Subscription Agreement. No adjustments shall be made under this Paragraph D as a result of (i) the issuance or exercise of the Warrants or the warrants issued to the Placement Agent pursuant to the Subscription Agreement or (ii) issuances of Common Stock or any warrant, right, option or other security issued in any acquisition, merger or strategic alliance, or upon the exercise or conversion of any such warrant, right, option or other security.

                    (d) Whenever the Conversion Price is adjusted pursuant to Section 2.1(c) above, the Borrower shall promptly mail to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a statement of the facts requiring such adjustment.

                    (e) Borrower will reserve from its authorized and unissued Common Stock the number of shares of Common Stock during the time periods and in the amounts described in the Subscription Agreement. Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

                    2.2 Method of Conversion. This Note may be converted by the Holder in whole or in part as described in Section 2.1(a) hereof and the Subscription Agreement. Upon partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid.

ARTICLE III

EVENT OF DEFAULT

                    The occurrence of any of the following events of default (“Event of Default”) shall, at the option of the Holder hereof, make all sums of principal and interest then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable, upon demand, without presentment, or grace period, all of which hereby are expressly waived, except as set forth below:

                    3.1 Failure to Pay Principal or Interest. The Borrower fails to pay any installment of principal, interest or other sum due under this Note when due and such failure continues for a period of ten

3

(10) business days after the due date. The ten (10) day period described in this Section 3.1 is the same ten (10) business day period described in Section 1.1 hereof.

                    3.2 Breach of Covenant. The Borrower breaches any material covenant or other material term or condition of the Subscription Agreement or this Note in any material respect and such breach, if subject to cure, continues for a period of ten (10) business days after written notice to the Borrower from the Holder.

                    3.3 Breach of Representations and Warranties. Any material representation or warranty of the Borrower made herein, in the Subscription Agreement, or in any agreement, statement or certificate given in writing pursuant hereto or in connection therewith shall be false or misleading in any material respect as of the date made and the date of the issuance of this Note.

                    3.4 Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed without the consent of the Borrower is not dismissed within sixty (60) days of appointment.

                    3.5 Judgments. Any money judgment, writ or similar final process or non-appealable order of final judgment shall be entered or filed against Borrower or any of its property or other assets for more than $150,000, and shall remain unpaid, unvacated, unbonded or unstayed for a period of forty-five (45) days.

                    3.6 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against the Borrower and if instituted against Borrower are not dismissed within forty-five (45) days of initiation.

                    3.8 Non-Payment. A default by the Borrower, occurring following the date of issuance of this Note, under any one or more obligations in an aggregate monetary amount in excess of $200,000 for more than forty (40) days after the due date, unless the Borrower is contesting the validity of such obligation in good faith, or except for obligations where the Borrower and creditor have agreed to alternative payment terms.

                    3.9 Failure to Deliver Common Stock or Replacement Note. Borrower’s failure to timely deliver Common Stock to the Holder pursuant to and in the form required by this Note, or, if required, a replacement Note for ten business days beyond the required delivery date or any stated cure period, whichever is later.

                    3.11 Non-Registration Event. A breach by the Borrower of the provisions of Section 8 of the Subscription Agreement, which remains uncured for a period of twenty days.

                    3.12 Reservation Default. Failure by the Borrower to have reserved for issuance upon conversion of the Note the amount of Common Stock as set forth in this Note.

                    3.13 Cross Default. A default by the Borrower of a material term, covenant, warranty or undertaking of any other agreement to which the Borrower and Holder are parties, or the occurrence of a material event of default under any such other agreement which is not cured after any required notice and/or cure period.

4

ARTICLE IV

MISCELLANEOUS

                    4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

                    4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Borrower to: Visual Management Systems Holding, Inc., 1000 Industrial Way North, Suite C, Toms River, NJ 08755, Telecopy: (732) 281-1365, Attn: Jason Gonzalez (ii) if to the Holder, to the name, address and telecopy number set forth on the front page of this Note.

                    4.3 Amendment Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

                    4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns.

                    4.5 Cost of Collection. If default is made in the payment of this Note, Borrower shall pay the Holder hereof reasonable costs of collection, including reasonable attorneys’ fees.

                    4.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Florida. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the civil or state courts of Florida or in the federal courts located in Broward County Florida. Both parties and the individual signing this Agreement on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

                    4.7 Maximum Payments. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed by the Borrower to the Holder and thus refunded to the Borrower.

5

                    4.8 Shareholder Status. The Holder shall not have rights as a shareholder of the Borrower with respect to unconverted portions of this Note. However, the Holder will have all the rights of a shareholder of the Borrower with respect to the shares of Common Stock to be received by Holder after delivery by the Holder of a Conversion Notice to the Borrower.

          IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the ____ day of March, 2007.

VISUAL MANAGEMENT SYSTEMS HOLDING, INC.
By:
	Name:
	Title:

WITNESS:

______________________________________

6

NOTICE OF CONVERSION

(To be executed by the Registered Holder in order to convert the Note)

          The undersigned hereby elects to convert $_________ of the principal and $_________ of the interest due on the Note issued by _______________on March __, 2007 into Shares of Common Stock of _________________ (the “Borrower”) according to the conditions set forth in such Note, as of the date written below.

Date of Conversion:_____________________________________________________________________________________

Conversion Price:_______________________________________________________________________________________

Shares To Be Delivered:__________________________________________________________________________________

Signature:_______________________________________________________________________________________________

Print Name:___________________________________________________________________________________________

Address:________________________________________________________________________________________________

               _______________________________________________________________________________________________

7

EX-4.5

EXHIBIT 4.5

VISUAL MANAGEMENT SYSTEMS HOLDING, INC.

Warrant No.________

WARRANT TO PURCHASE COMMON STOCK

VOID AFTER 5:00 P.M., EASTERN TIME,
ON THE EXPIRATION DATE

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                    FOR VALUE RECEIVED, VISUAL MANAGEMENT SYSTEMS HOLDING, INC., a New Jersey corporation (the “Company”), hereby agrees to sell upon the terms and on the conditions hereinafter set forth, at any time commencing on the date hereof but no later than 5:00 p.m., Eastern Time, on _________, 2011 (the “Expiration Date”) to ______________________, or registered assigns (the “Holder”), under the terms as hereinafter set forth, _____________________ (__________) fully paid and non-assessable shares of the Company’s Common Stock, par value $0.01 per share (the “Warrant Stock”), at a purchase price per share of $0.75 (the “Warrant Price”), pursuant to this warrant (this “Warrant”). The number of shares of Warrant Stock to be so issued and the Warrant Price are subject to adjustment in certain events as hereinafter set forth. The term “Common Stock” shall mean, when used herein, unless the context otherwise requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant.

                    This Warrant is one of a series of the Company’s Warrants to purchase Common Stock (collectively, the “Warrants”), issued to selected accredited investors pursuant to the terms and conditions of that certain Subscription Agreement dated March ___, 2007.

1.	Exercise of Warrant.
	(a)	The Holder may exercise this Warrant according to its terms by surrendering to the Company at the address set forth in Section 10, this Warrant and the election to purchase form attached hereto having then been duly executed by the Holder, accompanied by cash, certified check or bank draft in payment of the purchase price, in lawful money of the United States of America, for the number of shares of the Warrant Stock specified in the subscription form, or as otherwise provided in this Warrant prior to 5:00 p.m., Eastern Time, on the Expiration Date.
	(b)	The Holder may alternatively exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in Section 10,

Confidential and Proprietary

452638-2

the notice of cashless exercise attached hereto having then been duly executed by the Holder, in which event the Company shall issue to the Holder the number of shares of Warrant Stock determined as follows:

X = Y (A-B)/A

where:

X = the number of shares of Warrant Stock to be issued to the Holder.

Y = the number of shares of Warrant Stock with respect to which this Warrant is being exercised.

A = the closing sale price of the Warrant Stock for the trading day immediately prior to the date of exercise.

B = the Warrant Price.

(c)	This Warrant may be exercised in whole or in part. If exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to which this Warrant has not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer or President of the Company. The term Warrant as used herein shall include any subsequent Warrant issued as provided herein.
(d)	No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall pay cash in lieu of fractions with respect to the Warrants based upon the fair market value of such fractional shares of Common Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock is then traded) at the time of exercise of this Warrant.
(e)	In the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock so purchased, registered in the name of the Holder, shall be delivered to the Holder within a reasonable time after such rights shall have been so exercised. The person or entity in whose name any certificate for the Warrant Stock is issued upon exercise of the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately prior to the close of business on the date on which the Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the opening of business on the next succeeding date on which the stock transfer books are open. Except as provided in Section 4 hereof, the Company shall pay any and all documentary stamp or similar issue or

2

		transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant.
2.	Disposition of Warrant Stock and Warrant.
	(a)	The Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are not being registered (i) under the Act on the ground that the issuance of this Warrant is exempt from registration under Section 4(2) of the Act as not involving any public offering or (ii) under any applicable state securities law because the issuance of this Warrant does not involve any public offering; and that the Company’s reliance on the Section 4(2) exemption of the Act and under applicable state securities laws is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Warrant and will acquire the Warrant Stock for investment for its own account, with no present intention of dividing its participation with others or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control.
		The Holder hereby agrees that it will not sell or transfer all or any part of this Warrant and/or Warrant Stock unless and until it shall first have given notice to the Company describing such sale or transfer and furnished to the Company either (i) an opinion, reasonably satisfactory to counsel for the Company, of counsel (skilled in securities matters, selected by the Holder and reasonably satisfactory to the Company) to the effect that the proposed sale or transfer may be made without registration under the Act and without registration or qualification under any state law, or (ii) an interpretative letter from the Securities and Exchange Commission to the effect that no enforcement action will be recommended if the proposed sale or transfer is made without registration under the Act.
	(b)	If, at the time of issuance of the shares issuable upon exercise of this Warrant, no registration statement is in effect with respect to such shares under applicable provisions of the Act, the Company may at its election require that the Holder provide the Company with written reconfirmation of the Holder’s investment intent and that any stock certificate delivered to the Holder of a surrendered Warrant shall bear legends reading substantially as follows:
		“TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY. COPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH SHARES OR OF THIS CERTIFICATE, OR OF ANY SHARES OR OTHER SECURITIES (OR CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF SUCH SHARES, SHALL BE

3

		EFFECTIVE UNLESS AND UNTIL THE TERMS AND CONDITIONS THEREIN SET FORTH SHALL HAVE BEEN COMPLIED WITH.”
		“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”
	In addition, so long as the foregoing legend may remain on any stock certificate delivered to the Holder, the Company may maintain appropriate “stop transfer” orders with respect to such certificates and the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions.
3.	Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance upon the exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant. The Company further agrees that all shares which may be issued upon the exercise of the rights represented by this Warrant will be duly authorized and will, upon issuance and against payment of the exercise price, be validly issued, fully paid and non-assessable, free from all taxes, liens, charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such issuance and other than transfer restrictions imposed by federal and state securities laws.
4.	Exchange, Transfer or Assignment of Warrant. This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.
5.	Capital Adjustments. This Warrant is subject to the following further provisions:
	(a)	Recapitalization, Reclassification and Succession. If any recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation

4

	of the Company into or with a corporation or other business entity, or the sale or transfer of all or substantially all of the Company’s assets or of any successor corporation’s assets to any other corporation or business entity (any such corporation or other business entity being included within the meaning of the term “successor corporation”) shall be effected, at any time while this Warrant remains outstanding and unexpired, then, as a condition of such recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and adequate provision shall be made whereby the Holder of this Warrant thereafter shall have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant, such shares of capital stock, securities or other property as may be issued or payable with respect to or in exchange for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization, reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.
(b)	Subdivision or Combination of Shares. If the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of shares of Warrant Stock purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately adjusted.
(c)	Stock Dividends and Distributions. If the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the holders of its Common Stock, or take a record of the holders of its Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares of Common Stock that Holder would have owned immediately following such action had this Warrant been exercised immediately prior thereto.
(d)	Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the date of the issuance of this Warrant the Company issues or sells, or in accordance with this Section 5 is deemed to have issued or sold, any shares of Common Stock (excluding any issuance otherwise covered by Section 5(a), 5(b) or 5(c) above or any issuance or deemed issuance described in Section 5(d)(v) below) for a consideration per share (the “New Securities Issuance Price”) less than a price (the “Applicable Price”) equal to the Warrant Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Warrant Price then in effect shall be reduced to an amount equal to the New Securities Issuance Price. For purposes of determining the adjusted Warrant Price under this Section 5(d), the following shall be applicable:

5

(i)	Issuance of Options. If the Company in any manner grants any rights, warrants or options (collectively, “Options”) to subscribe for or purchase (A) any shares of Common Stock, or (B) or any securities convertible into or exchangeable for shares of Common Stock (“Convertible Securities”) and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting of such Option for such price per share. For purposes of this Section 5(d)(i), the “lowest price per share for which one share of Common Stock is issuable upon exercise of any such Option or upon conversion or exchange of any such Convertible Securities” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting of the Option, upon exercise of the Option and upon conversion or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Warrant Price shall be made upon the actual issuance of such shares of Common Stock upon exercises of such Options upon conversion or exchange of such Convertible Securities.
(ii)	Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange thereof is less than the Applicable Price, then such shares of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 5(d)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion or exchange of such Convertible Security. No further adjustment of the Warrant Price shall be made upon the actual issuance of such shares of Common Stock upon conversion or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of this Warrant has been or is to be made pursuant to other provisions of this Section 5(d), no further adjustment of the Warrant Price shall be made by reason of such issue or sale.
(iii)	Change in Option Price or Rate of Conversion; Expiration. If the purchase price provided for in any Options, the additional consideration, if any, payable upon the issue, conversion or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible

6

into or exchangeable for shares of Common Stock increases or decreases at any time, the Warrant Price in effect at the time of such increase or decrease shall be adjusted to the Warrant Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold. For purposes of this Section 5(d)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance of this Warrant are increased or decreased in the manner described in the immediate preceding sentence, then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of the date of such increase or decrease. Upon the expiration of any Option or the right to convert or exchange any Convertible Security, the issuance of which resulted in an adjustment of the Warrant Price under this Section 5(d), or if any such Option or Convertible Security ceases to be outstanding, and such Option shall not have been exercised or such Convertible Security shall not have been converted into or exchanged for Common Stock, the Warrant Price shall be recomputed to the price which it would have been (but reflecting any other adjustments made pursuant to this Section 5(d) upon the issuance of Common Stock, Options or Convertible Securities) had the adjustment made by reason of the issuance of such Option or Convertible Security not been made.

(iv)

Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for a consideration of $0.01. If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefore will be deemed to be the gross amount received by the Company therefore. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price (as defined below) of such security on the date of receipt. The fair value of any consideration other than cash or securities will be determined in good faith by the Company’s Board of Directors. The term “Market Price” shall mean the average of the closing prices of such security’s sales on the principal securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the

7

average of the representative bid and asked prices quoted on the Nasdaq Stock Market as of 4:00 P.M., New York time, or, if on any day such security is not quoted on the Nasdaq Stock Market, the average of the highest bid and lowest asked prices on such day in the NASD’s over the counter bulletin board, or any similar successor organization, in each such case averaged over a period of five days consisting of the day prior to the day as of which Market Price is being determined and the four consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or quoted on the Nasdaq Stock Market or the over-the-counter bulletin board, the Market Price shall be the fair value thereof determined in good faith by the Corporation’s Board of Directors.

(v)

No Adjustment for Certain Issuances. No adjustments shall be made under this Section 5(d) as a result of issuances of Common Stock, Options or Convertible Securities in acquisitions, mergers or strategic alliances, or upon the exercise of any such Options or conversion or exchange of any such Convertible Securities.

(e)	Warrant Price Adjustment. Whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.
(f)	Certain Shares Excluded. The number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then directly or indirectly held in the treasury of the Company.
(g)	Deferral and Cumulation of De Minimis Adjustments. The Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the Warrant Price in effect immediately before the event that would otherwise have given rise to such adjustment. In such case, however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment. All calculations under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be, but in no event shall the Company be obligated to issue fractional shares of Common Stock or fractional portions of any securities upon the exercise of the Warrants.

8

	(h)	Duration of Adjustment. Following each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required.
6.	Notice to Holders.
	(a)	Notice of Record Date. In case:

(i)	the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right;
(ii)	of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation with or merger of the Company into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation; or
(iii)	of any voluntary dissolution, liquidation or winding-up of the Company;

then, and in each such case, the Company will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, is to be fixed, as of which the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution or winding-up. Such notice shall be mailed at least twenty (20) calendar days prior to the record date therein specified, or if no record date shall have been specified therein, at least twenty (20) days prior to such specified date.

	(b)	Certificate of Adjustment. Whenever any adjustment shall be made pursuant to Section 5 hereof, the Company shall promptly make available and have on file for inspection a certificate signed by its Chairman, Chief Executive Officer, President or Vice President, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving effect to such adjustment.
7.	Loss, Theft, Destruction or Mutilation. Upon receipt by the Company of evidence satisfactory to it, in the exercise of its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or

9

	destruction, of indemnity reasonably satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation thereof, the Company will execute and deliver in lieu thereof, without expense to the Holder, a new Warrant of like tenor dated the date hereof.
8.	Warrant Holder Not a Stockholder. The Holder of this Warrant, as such, shall not be entitled by reason of this Warrant to any rights whatsoever as a stockholder of the Company, including but not limited to voting rights.
9.	Registration Rights. The Warrant Stock will be accorded the registration rights under the Act set forth in that certain Subscription Agreement between the Company and the Holders, a form of which agreement is being furnished concurrently herewith.
10.	Notices. Any notice required or contemplated by this Warrant shall be in writing and shall be deemed to have been duly given if delivered to the addressee in person, deposited with a reputable overnight courier or transmitted by registered or certified mail, return receipt requested, to the Company at1000 Industrial Way North, Suite C, Toms River, NJ 08755, or to the Holder at the name and address set forth in the Warrant Register maintained by the Company, or to such other addresses as any of them, by notice to the others, may designate from time to time.
11.	Governing Law; Venue; Attorney Fees and Costs. This Warrant shall be governed by and construed in accordance with the laws of the State of Florida. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the federal or state courts located in Broward County, Florida. Both parties and the individual signing this Warrant on behalf of the Borrower agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs in the event of any dispute regarding the enforcement of the terms and conditions of this Warrant.

          IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by a duly authorized officer, as of this _____ day of _________ 2007.

	VISUAL MANAGEMENT SYSTEMS
	HOLDING, INC.
By:
Name:
Title:

10

ELECTION TO PURCHASE

(To be executed by the registered holder if such holder desires to exercise the within Warrants)

Visual Management Systems Holding, Inc.
1000 Industrial Way North
Suite C
Toms River, NJ 08755

                    The undersigned hereby (1) irrevocably elects to exercise his or its rights to purchase ____________ shares of Common Stock covered by the within Warrants, (2) makes payment in full of the Purchase Price by enclosure of cash, a certified check or bank draft, (3) requests that certificates for such shares of Common Stock be issued in the name of:

Please print name, address and Social Security or Tax Identification Number:

and (4) if said number of shares of Common Stock shall not be all the shares evidenced by the within Warrants, requests that a new warrant certificate for the balance of the shares covered by the within Warrants be registered in the name of, and delivered to:

Please print name and address:

                    In lieu of receipt of a fractional share of Common Stock, the undersigned will receive a check representing payment therefor.

Dated:
	WARRANT HOLDER
	By:
		Name:
		Title:

11

NOTICE OF CASHLESS EXERCISE

(To be executed upon exercise of warrant pursuant to Section 1(b))

                    The undersigned, the Holder of the attached Warrant, hereby irrevocably elects to exchange its Warrant for _________ shares of Warrant Stock pursuant to the cashless exercise provisions of the within Warrant, as provided for in Section 1(b) of such Warrant, and requests that a certificate or certificates for such shares of Warrant Stock (and any warrants or other property issuable upon such exercise) be issued in the name of and delivered to __________________________ whose address is _______________________________ (social security or taxpayer identification number ___________) and, if such shares shall not include all of the shares issuable under such warrant, that a new warrant of like tenor and date for the balance of the shares issuable thereunder be delivered to the undersigned.

HOLDER:

Signature

Signature, if jointly held

Date

12

ASSIGNMENT FORM

FOR VALUE RECEIVED,______________________________________________________________________________
____________

hereby sells, assigns and transfers unto

Name:	___________________________________________________________________________________________________
	(Please typewrite or print in block letters)

Social Security or Taxpayer Identification Number :___________________________________________________________

the right to purchase Common Stock of Visual Management Systems Holding, Inc., a New Jersey corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint ____________________________, Attorney, to transfer the same on the books of the Company with full power of substitution in the premises.

DATED: _____________________
	Signature
	Signature, if jointly held
Witness:

13

EX-10.5

EXHIBIT 10.5

VISUAL MANAGEMENT SYSTEMS
EXECUTIVE EMPLOYMENT AGREEMENT

          This Employment Agreement (the “Agreement”) is entered into as of this 2nd day of January, 2007 by and between VISUAL MANAGEMENT SYSTEMS HOLDING, INC., a New Jersey corporation which maintains its principal executive offices at 1000 Industrial Way North, Suite C, Toms River, New Jersey 08755 (the “Company”), and Jason Gonzalez (the “Executive”), an individual residing at 600 Monroe Avenue, Whiting, New Jersey 08759. Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party”.

WITNESSETH:

          WHEREAS, the Company is engaged in providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) to Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses (collectively “the customers”) primarily located in, but not limited to the continental United States Markets and environments; and

          WHEREAS, the Executive has extensive prior experience in planning, developing, deploying, selling and maintaining digital surveillance systems, assembling a national dealer network in the same industry, as well as extensive prior experience as a principal in financial services, financial management, various aspects of investment banking with executive management and oversight capacities; and

          WHEREAS, the Company desires to provide for the employment of the Executive as Chief Executive Officer (“CEO”) and Chairman of the Board of the Company pursuant to the terms and conditions of this Agreement since the Company believes that the Executive’s business experience, skill, and expertise will enhance the business and improve the profitability of the Company; and

          WHEREAS, the Company’s Board of Directors (“Board”) has determined that it is in the best interest of the Company to provide for the employment of the Executive as CEO and Chairman of the Board of the Company and believes that this Agreement will reinforce and encourage the attention and dedication of the Executive to the Company as the key member of the Company’s management team; and

          WHEREAS, the Executive is willing to commit himself to faithfully and exclusively serve the Company on the terms and conditions provided herein;

          NOW, THEREFORE, in consideration of the representations, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

1

ARTICLE I
DEFINITIONS

          As used in this Agreement, the following terms shall have the following meanings unless the context specifically requires otherwise:

1.01 “Cause” shall mean any of the following:

          (a) With respect to the Company’s termination of the Executive:

                    (1) the final unappealable conviction of the Executive of a felony under any state or federal law, or the entry of a plea of guilty or no contest by the Executive with respect thereto;

                    (2) any failure or refusal by the Executive to fulfill, in any material respect, his duties and responsibilities (other than by reason of death or Disability, as defined below) as set forth in Section 2.02 of this Agreement for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, failure to achieve performance goals or earnings targets or any act or failure or refusal to act on the Executive’s part shall not be a reason for termination for Cause if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (3) any failure or refusal of the Executive to adhere to any established lawful policy of the Company for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, no act or failure or refusal to act on the Executive’s part shall be a reason for termination for Cause under if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (4) the final unappealable conviction or civil judgment against the Executive for any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company; or

                    (5) any final unappealable determination by a court of competent jurisdiction of material breach by the Executive of his obligations under Article IV of this Agreement.

          (b) With respect to the Executive’s right to terminate this Agreement:

                    (1) the Company or the Board fails to re-elect the Executive, without Executive’s prior consent in any or each instance, as CEO, and/or Chairman of the Board of the Company during the term of this Agreement;

2

                    (2) the Company or its Board of Directors, without Executive’s prior consent, Demotes the Executive in any or each instance as CEO, and/or Chairman of the Board;

                    (3) the Company breaches any material covenant under this Agreement and such breach is not cured within sixty (60) days of receipt of Executive’s written notice of such breach;

                    (4) this Agreement is assigned or delegated by the Company to any other person or entity without Executive’s prior consent or the Company is acquired or merged with any other entity; or

                    (5) a change of the principal place of performance (as set forth in Section 2.02(c) below) of more than 30 miles without Executive’s consent.

1.02 “Business” shall mean (a) the Company’s present business which consists of providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) its customers.

1.03 “Competing Business” shall mean any business providing the same or similar mix of products, processes or services within the Territory.

1.04 “Confidential Information” shall have a meaning as set forth in Section 4.02 of this Agreement.

1.05 “Demote/Demotion” shall mean a material change in the nature or scope of the authorities, powers, functions or duties of the Executive, whether associated with the title of CEO and/or Chairman of the Board of the Company or another title.

1.06 “Disability” shall mean the Executive’s inability to perform his duties, obligations and responsibilities under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

1.07 “Intellectual Property” shall have a meaning as set forth in Section 4.03 of this Agreement.

1.08 “Severance Benefits” shall have a meaning as set forth in Section 5.02(b) of this Agreement.

1.09 “Severance Compensation” shall have a meaning as set forth in Section 5.02(a) of this Agreement.

1.10 “Territory” shall mean Tier I/Tier II United States Markets and environments in which the Company conducts business, or actively prepares to conduct business at any time during the covenant period provided in Article IV of this Agreement.

1.11 “Tier I United States Markets” shall mean the top twenty (20) Metropolitan Statistical Areas by business population density and growth.

1.12 “Tier II United States Markets” shall mean the second twenty (20) Metropolitan Statistical Areas by business population density and growth.

3

1.13 “The Customers” shall mean Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses that the Company provides business or business services to.

ARTICLE II
EMPLOYMENT

Section 2.01 Term. The term of the Executive’s employment shall be for a period of three (3) years commencing on the date of this Agreement, unless earlier terminated pursuant to Section 5.01 hereof. This Agreement shall automatically renew for successive periods of one (1) year thereafter unless either Party gives written notice of its intent not to renew at least sixty (60) days prior to the expiration of any term.

Section 2.02 Powers, Duties and Responsibilities.

          (a) For the term of this Agreement, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, to render exclusive service as CEO and/or Chairman of the Board of the Company, with such powers, duties, and responsibilities consistent with the position as CEO and/or Chairman of the Board of the Company as provided for in the Company’s By-laws and as otherwise the Board may determine from time to time. The Executive agrees to devote his full working time to the Company and to diligently perform all duties to the best of his ability, pursuant to the policies and regulations of the Company, and shall use his best efforts to promote the success of the present and future businesses of the Company. The Executive shall be responsible for each facet of the Company’s business operations. The Executive shall report directly to the Company’s Board of Directors.

          (b) During the term of this Agreement, except for his participation and interest in the entities listed on Schedule “A” attached hereto, the Executive shall not, directly or indirectly, alone or as a member of any partnership or joint venture, or as an Executive, officer or director of, or a consultant to, any other corporation or business organization, be engaged in any other business activity or occupation, whether or not such other business activity is pursued for gain, profit or pecuniary advantage, unless approved by the Board. The Executive agrees that he will not be involved in any activity outside of the business of the Company that would interfere with the performance of his duties hereunder or any activity that would be inimical to or contrary to the best interests of the Company. Further, the Executive shall, as an investor, have the right to acquire, sell or hold the stock or other investment securities of (a) any business entity, other than the Company, that is registered on a national securities exchange or regularly traded on a generally recognized over-the-counter market, so long as the Executive’s beneficial interest in any such business entity does not exceed five percent (5%) of the ownership of that business entity, and (b) the entities listed on the attached Schedule “A.”

          (c) Executive’s principal place of performance shall be in Toms River, New Jersey. Executive shall be required at times to reasonably travel as part of his duties hereunder.

4

ARTICLE III
COMPENSATION AND BENEFITS

Section 3.01 Base Salary. The Executive will receive a base salary from the Company as set forth in Schedule “B” attached to this Agreement, for his services under this Agreement, payable in accordance with the Company’s payroll activities.

Section 3.02 Salary Increases. The Executive shall receive salary increases from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.03 Bonus Compensation. The Executive shall be eligible to receive an annual incentive bonus comprised of cash, stock and/or stock options in an amount as determined by the Board in its sole and absolute discretion.

Section 3.04 Revenue Performance Bonus. The Executive shall receive bonuses from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.05 Benefits. The Executive will, at all times during his employment with the Company, be entitled to participate in all benefits maintained by the Company for senior level executives of the Company, including, but not limited to, participation in the Company’s Equity Incentive Plan (a copy of which has been furnished to the Executive), as determined by the Company’s Board. Except as provided herein or required by the terms of a Company sponsored benefit plan, nothing paid to the Executive under any such plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement.

Section 3.06 Additional Insurance. The Executive will, be provided with additional insurance policies as set forth in Schedule “B” attached to this Agreement. Any costs incurred by the company to obtain such coverage on behalf of the Executive under shall be deemed to be in lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement

Section 3.07 Vacation. The Executive shall be entitled to twenty (20) workdays of vacation with pay during each twelve-month period of employment under this Agreement. The Executive shall be entitled to carry forward up to twenty (20) unused vacation days from one twelve-month period for use during the immediately succeeding twelve-month period in addition to the twenty (20) vacation days provided for such period pursuant to the preceding sentence. The Executive shall not be entitled to receive any compensation in lieu of such vacation days, whether or not used during the applicable periods.

Section 3.08 Holidays. The Executive shall be entitled to all paid holidays given by the Company to its Executives.

Section 3.09 Professional Enrichment. The Executive shall be granted up to twenty (20) days during each twelve-month period of employment under this Agreement for the purpose of professional enrichment. Such shall include attendance as a guest and speaker at seminars and symposiums, and providing consulting and advice to private entities not in competition with the Company. The Executive shall provide the Company reasonable notice prior to the Executive’s utilization of a professional enrichment day. Executive shall be responsible for any expenses related to his professional enrichment

5

activities, excluding professional enrichment activities with respect to Company related training or education. The Executive shall not be entitled to receive any compensation in lieu of such days, whether or not used during the applicable period. The Executive shall not be entitled to carryover any professional enrichment days from year to year. Upon the Board’s reasonable request, Executive shall provide the Board proof of any attendance at professional enrichment activities or functions.

Section 3.10 Perquisites.

          (a) Automobile Expenses. During the term of this Agreement, the Executive will be entitled to and the Company shall provide a monthly automobile allowance of One Thousand Dollars ($1,000.00) to be applied towards the purchase or lease of an automobile suitable to the Executive’s position with the Company. The Company shall reimburse the Executive for all expenses related to fuel, oil, tolls, maintenance and repairs for any such automobile.

          (b) Computer Allowance. During the term of this Agreement, the Executive will be entitled to be provided, at the Company’s expense, a laptop computer and home computer of his choice which is suitable to the Executive’s position and consistent with the forward thinking attitude of the company. Upon any upgrade or replacement of any computer, Executive shall return to the Company the computer previously purchased with the allowance. Upon termination of the Executive, all computers purchased with the allowance shall be returned to the Company.

          (c) Fitness Club Membership During the term of this Agreement, the Executive will be entitled to join a health club of his choice and be reimbursed for facilities fees and the expense of engaging a personal physical trainer.

          (d) Legal Expenses. In the event that the Executive is required to institute legal proceedings against the Company to enforce this Agreement, or any term or provision thereof, the Company shall pay, either directly or by reimbursement to the Executive, all legal fees and costs incurred or expended by the Executive if the Executive’s action results in a judgment in favor of the Executive against the Company. The Company shall also reimburse the Executive for all costs related to negotiation of this Agreement, including legal fees.

          (e) Other. The Executive shall be entitled to receive any perquisites available, or hereafter made available, to senior level executives of the Company.

ARTICLE IV
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION

Section 4.01 Scope and Reasonableness. The Executive acknowledges that the Company has a present and future expectation of conducting operations and generating revenues and that, in his capacity with the Company, the Executive will have important duties and responsibilities with respect to the Business. The Executive is being employed hereunder in a key capacity with the Company, that the Company is engaged in a highly competitive business, and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive further agrees that reasonable limits may be placed on his ability to compete against the Company as provided herein so as to protect and preserve the legitimate business interests and goodwill of the Company.

6

Section 4.02 Confidentiality and Trade Secrets.

          (a) The Executive acknowledges and agrees that his position as an employee of the Company will afford him a unique opportunity to acquire confidential information concerning the Company and that the misappropriation or disclosure of such confidential information would cause irreparable harm to the Company. The Executive recognizes and agrees that he will have access to certain confidential information of the Company that is not generally available to the public and that such information constitutes valuable, special and unique property of the Company. The Executive acknowledges that such confidential information includes information concerning the Business and the Company including, without limitation, financial information concerning the Business or the Company, the names and addresses of actual and potential customers or acquisition or investment targets of the Business or the Company, studies of prospective market areas for the Business, supply sources, products, technical data, notes, diagrams, drawings, flow charts, ideas, techniques, specifications, procedures, processes, research, development, and trade secrets of the Business and the Company (such information whether related to the Business or the Company being referred to collectively as the “Confidential Information”). Confidential Information shall not include any information or documents (i) that are or become publicly available or otherwise known in the industry without breach of this Section 4.02; or (ii) that the Executive rightfully receives from any third party which is not breaching an obligation of confidence with the Company or without an accompanying obligation of confidence; or (iii) that were known to or by the Executive prior to his appointment with the Company without breach of this Section 4.02. In the event that the Executive is requested in any court or governmental proceeding to disclose any Confidential Information, the Executive shall give the Company prompt notice of such request such that the Company may seek a protective order or other appropriate relief and shall cooperate in all respects with the Company in its efforts in connection therewith.

          (b) The Executive will keep confidential and will not, during his employment and for a period of five (5) years after any termination under this Agreement (whether by expiration or pursuant to Section 5.01 or otherwise), directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorize representatives of the Company or when, in the good faith belief of the Executive, such disclosure is necessary or desirable in the normal course of the Business in order for the Executive to fulfill his duties and responsibilities to the Company as set out in Section 2.02.

          (c) The Executive acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies which the Company may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets or proprietary information, and the enforcement by the Company of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies which they may possess in law or equity absent this Agreement.

          (d) Upon any termination of his employment under this Agreement, the Executive shall surrender to the Company all documents and materials in his possession, custody or control embodying the Confidential Information or any part thereof.

Section 4.03 Proprietary Material.

          (a) The Executive hereby assigns and agrees to assign to the Company all of the Executive’s right, title and interest in and to all information, inventions, discoveries, products, systems, computer or other apparatus programs and related documentation, including improvements or modifications thereto which are directly used or could be used in the Business of the Company, (hereinafter each designated as “Intellectual Property”), whether or not patentable, copyrightable or subject to other forms of protection, made, created, developed, written or conceived by the Executive during the term of Executive’s employment with the Company, whether during or outside regular working hours, either solely or jointly

7

with another person or entity, in whole or in part. Excepted is any material developed in the course of the Executive’s work with the entities listed at Schedule A.

          (b) The Executive acknowledges that the Intellectual Property constitutes the exclusive property of the Company and that any copyrights, patents, trademarks or trade secret rights in the Intellectual Property belong to the Company by operation of law. Such Intellectual Property shall constitute work for hire.

          (c) The Executive shall, without charge to the Company, but at the Company’s expense, execute a specific assignment of title to the Company and do anything else reasonably necessary or desirable to enable the Company to secure a patent, copyright, trademark, or other form of protection for or otherwise exploit any Intellectual Property anywhere in the world.

Section 4.04 Covenant Not to Compete.

          (a) During the period ending on the twelve (12) month anniversary of the Company’s termination of the Executive’s employment for Cause or the Executive’s termination of the Company without Cause, the Executive will not directly or indirectly:

                    (i) Excepting those entities listed at Schedule “A,” engage in, become affiliated with, or become interested in any business that is engaged in a Competing Business, either alone or with any individual, partnership, corporation, or association in any capacity. For these purposes, “to engage,” “become affiliated with” or “become interested in” shall mean either (1) acting in a management or oversight capacity as an officer, director, agent, representative, consultant, independent contractor or employee of any entity or enterprise which is engaged in a Competing Business; (2) participating in any material management or oversight role in any such business which is engaged in a Competing Business as an owner, partner, limited partner, joint venturer, creditor, or stockholder (except as a stockholder owning not greater than a five percent (5%) interest in a corporation whose shares are actively traded on a national securities exchange or in the over-the-counter market); or (3) communicating to any such business, which is engaged in a Competing Business, the names or addresses or any other information concerning any past, present, or identified prospective client, customer, joint venture partner, supplier or acquisition or investment targets of the Company, provided that this provision shall not apply to any information that is not “Confidential Information,” as such term is defined in Section 4.02(a) of this Agreement;

                    (ii) cause, induce, or encourage any employee of the Company to leave the employ of the Company, or any independent contractor to terminate any independent contractor relationship with the Company;

                    (iii) cause, induce, or encourage any former employee of the Company to become employed by a business which is engaged in a Competing Business; or

                    (iv) employ or seek to employ any person who is at that time employed with the Company.

          (b) If the covenant not to compete provided for herein is found by any court having jurisdiction to be too broad or too restrictive, then the covenant not to compete shall nevertheless remain effective, but shall be considered amended to a point considered by said court as reasonable and, as so amended, shall be fully enforceable.

8

Section 4.05 Non-Solicitation and Non-Interference. During the period ending on the twelve month (12) anniversary of the termination of the Executive’s employment with the Company (whether such termination is by the Company or by the Executive), the Executive will not in any way, directly or indirectly, for himself or on behalf of or in conjunction with any other person, partnership, firm, association, or corporation:

                    (i) Solicit or divert away or attempt to solicit or divert any client or customer served or solicited by the Company within the six (6) month period prior to the Executive’s termination or any potential customer of the Company if such potential customer’s business had been actively solicited by the Company within the six (6) month period prior to the Executive’s termination;

                    (ii) Interfere with or attempt to interfere with negotiations between the Company and any acquisition or investment target of the Company; or

                    (iii) Solicit or attempt to solicit any acquisition or investment target which the Company have been in negotiations with during the six (6) month period prior to the Executive’s termination with the Company.

Section 4.06 Remedies. The Executive acknowledges that any violation of this Article IV will cause irreparable harm to the Company and that damages are not an adequate remedy. The Executive therefore agrees that the Company shall be entitled to seek an injunction enjoining, prohibiting and restraining the Executive from the continuance of any such violation, in addition to any monetary damages which might occur by reason of a violation of this Agreement or any other remedies at law or in equity, including without limitation specific performance, and that in any such action the Executive will not raise as a defense the argument that an adequate remedy for such breach exists at law.

Section 4.07 Independent. The covenants set forth in the foregoing Sections of this Article IV are and shall be deemed and construed as separate and independent covenants. Should any part or provision of such covenants be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision thereof. Specifically, and without limiting the generality of the foregoing, if any portion of Sections 4.01, 4.02, 4.03, 4.04 or 4.05 is found to be invalid by a court of competent jurisdiction because its duration, the Territory and/or the Business are invalid or unreasonable in scope, such duration, Territory and/or Business, as the case may be, shall be redefined by consideration of the reasonable concerns and needs of the Company such that the intent of the Company and the Executive, in agreeing to Sections 4.01, 4.02, 4.03, 4.04, 4.05 and 4.06, will not be impaired and shall be enforceable to the fullest extent of the applicable laws.

ARTICLE V
TERMINATION

5.01 Termination. The Executive’s employment by the Company hereunder may be terminated under the following conditions:

          (a) Death. The Executive’s employment hereunder shall terminate immediately upon his death, without notice. The effective date of any such termination shall be the date of the Executive’s death. The Company shall pay to the Executive’s designated beneficiary, or if he leaves no designated beneficiary to his estate, any salary which has been earned but is unpaid and any unreimbursed expenses or other unpaid benefits due the Executive hereunder at the time of his death. The Company shall also pay Severance Compensation and provide Severance Benefits as defined in Section 5.02 hereunder for the Executive’s family or designated beneficiary.

9

          (b) Disability. In the case of Disability of the Executive, the Company may terminate the Executive’s employment pursuant to this Agreement by giving written notice to the Executive (or his personal or legal representative, as the case may be) specifying such Disability. The effective date of any such termination shall be that specified in such notice. Upon termination of the Executive for Disability, the Executive shall receive the Severance Compensation and shall be entitled to the Severance Benefits as defined in Section 5.02 hereunder.

          (c) Termination for Cause by Company. In the event the Executive is terminated for Cause as defined in Section 1.01(a) herein, the Company may at any time without notice terminate the Executive’s employment hereunder, and the Executive shall have no right to receive any salary, or benefits of any kind whatsoever, except those benefits which are vested or otherwise owned by the Executive, on and after such date of termination. The Executive shall not receive any bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Company for Cause.

          (d) Termination Without Cause by Company. The Company may at any time, upon ninety (90) days written notice issued in accordance with Section 6.07 hereunder which establishes the date of termination of this Agreement, terminate the Executive’s employment under this Agreement without Cause. The issuance of a notice of termination is a condition precedent to the termination of the employment relationship without Cause by the Company, and the Company shall not issue such a notice of termination unless the issuance of such notice and the contents of such notice are approved by the affirmative vote of a majority of the Company’s Board. Upon termination without cause by the Company, the Executive is entitled to receive from the Company any earned but unpaid salary as well as receive from the Company any unreimbursed expenses or other unpaid benefits owed as of the date of termination. Further, in the event of a termination without cause by the Company, the Executive is entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (e) Termination Without Cause by the Executive. The Executive may terminate this Agreement without specific Cause or reason upon ninety (90) days written notice to the Company. The Company may at any time, in its sole discretion, shorten or eliminate the ninety (90) day notice period by written notice to the Executive. The Executive shall receive no further salary, other than amounts earned but unpaid, nor benefits of any kind, other than amounts to which the Executive is entitled to reimbursement and those benefits which are vested or otherwise owned by the Executive, following the ninety (90) day notice period, or such abbreviated period to the extent it is shortened or eliminated by the Company as provided above. The Executive shall not be entitled to bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Executive without Cause. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (f) Termination for Cause by the Executive. The Executive may terminate this Agreement upon ninety (90) days written notice to the Company for Cause. Upon termination at the conclusion of the ninety (90) day period, the Executive is entitled to receive from the Company any earned but unpaid salary and any unreimbursed expenses or other unpaid benefits owed as of the date of termination. The Company may shorten or eliminate the ninety (90) day notice period by providing written notice to the Executive. Further, the Executive shall be entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. An election by the Executive to terminate this Agreement for Cause shall not be deemed a voluntary termination of employment by the Executive for the purpose of this Agreement or any plan or practice of the Company.

10

Section 5.02 Severance Compensation and Severance Benefits.

          (a) Pursuant to this Agreement, “Severance Compensation” shall mean, within ten (10) calendar days of the date of termination (the Executive’s last day of employment with the Company):

                    (i) a single cash payment in an amount equal to ten times the Executive’s prior year’s annual salary or three million ($3,000,000) dollars, whichever is greater;

                    (ii) payment for accrued and unused vacation for the year of termination; and

                    (iii) payment of the Executive’s prorated bonus compensation, if any, pursuant to Section 3.02 of this Agreement, for the year of termination in accordance with the ordinary payment procedures.

          (b) Pursuant to this Agreement, “Severance Benefits” shall mean:

                    (i) to the extent that the Executive is insurable, the Company shall reimburse the Executive the cost of COBRA benefits, including dental but, other than long term disability coverage, for the Executive and his family for a period of eighteen (18) months following the date of termination, subject to any limitation on the provision of such benefits established by then existing law; provided, however, that if the Company is not able to provide coverage under COBRA for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the Company’s cost for such COBRA benefits over such eighteen (18) month period if such benefits had been available for the Executive and his family.

                    (ii) The Company shall pay the premiums for Executive’s group life insurance policy for a period of eighteen (18) months following the date of termination to the extent and as permitted under the terms of such policies; provided, however, that if Company is not able to offer such coverage for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the premium payments that would have otherwise been payable under such policies for Executive for such eighteen (18) month period;

                    (iii) Executive shall have the right to convert any other Company sponsored benefit plan to the extent provided for by the terms of such plan, but the Company shall have no obligation to make payments in connection with any such conversion.

ARTICLE VI
MISCELLANEOUS

6.01 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.

6.02 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the Executive’s employment with the Company and supercedes all prior and contemporaneous, written, oral, express and implied communications, agreements, and understandings between the Parties relating to the same subject matter, including any prior employment agreement between the Executive and Company or any of its affiliates or subsidiaries. In the event that any term, or condition or provision of this Agreement varies from, or is in any way dissimilar to or a conflict with, any term, condition or provision of any of the Company’s benefit plans or any other agreement between the Parties, the terms, conditions and provisions of this Agreement will control.

11

6.03 Amendments. This Agreement cannot be amended, changed, or supplemented except in writing signed by the parties or their duly authorized agents or attorneys in fact.

6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

6.05 Assignment. This Agreement is nonassignable except that the Company’s rights, duties, and obligations under this Agreement may be assigned and delegated to any subsidiary or affiliate of the Company or to the acquiror of the Company in the event the Company is merged, acquired, sells substantially all of its interest in its assets or the Business or transfers its interest in the Business to any other entity.

6.06 Severability. If any one or more of the provisions of this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not in any way be impaired.

6.07 Notices. All notices, requests, demands, and other communications under or in connection with this Agreement shall be in writing, shall be sent by registered or certified mail return receipt requested, and shall be deemed to have been given or made when received at the following offices:

If to the Company:	VISUAL MANAGEMENT SYSTEMS HOLDING, Inc. 1000 Industrial Way North, Unit C Toms River, NJ 08755; and
	Philip D. Forlenza, Esq. Giordano, Halleran & Ciesla, P.C. 125 Half Mile Road, P.O. Box 190 Middletown, New Jersey 07748.
If to the Executive:	Jason Gonzalez 600 Monroe Avenue Whiting, New Jersey 08755;
	David J. Puma, Esq. Lenahan, Telsey & Puma, P.A. 107 W. Broadway Salem, NJ 08079-1316

The above addresses may be changed by written notice given as above provided.

6.08 Consent to Jurisdiction. The Company and the Executive, by its or his execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and Federal courts located within the State of New Jersey for the purpose of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that is not subject personally to the jurisdiction of the above-named courts, that its or his property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named court is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any claim or action arising out of or based upon this

12

Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise. Each of the Company and the Executive hereby consents to service of process in any such proceeding in any manner permitted by New Jersey law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.07 hereof is reasonably calculated to give actual notice.

6.09 Counterparts. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which will evidence one and the same agreement.

6.10 Pronouns. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires.

{signature page follows}

13

IN WITNESS WHEREOF the parties have executed this Agreement as an instrument under SEAL as of the date first appearing above.

ATTEST:	VISUAL MANAGEMENT SYSTEMS, INC.
	By:
		Name:
		Title:
WITNESS:
	JASON GONZALEZ

{Signature Page for Executive Employment Agreement}

14

SCHEDULE A: LIST OF ENTITIES IN WHICH EXECUTIVE PARTICIPATES

Entity	Executive’s Capacity with Entity	Description of Services
Gonzalez Family Limited Partnership	General Partner	Family Trust and Investment Management
R7RE, LLC	Sole Member	Real Estate Investment Management

15

SCHEDULE B: BASE SALARY, INCREASES AND BONUSES

1. Jason Gonzalez (“Executive”) shall receive a base salary of One Hundred Eighty Thousand Dollars ($180,000.00).

2. The Executive shall receive salary increases as follows:

- Upon reaching monthly gross sales of $833,334, and sustaining such sales for at least three (3) consecutive months, Executive’s annual salary shall increase to $200,000.00.

- Upon reaching monthly gross sales of $1,666,667, and sustaining such sales for at least three (3) consecutive months, Executive’s annual salary shall increase to $250,000.00.

- Upon reaching monthly gross sales of $2,000,000, and sustaining such sales for at least three (3) consecutive months, Executive’s annual salary shall increase to $300,000.00.

3. Upon achieving annual gross sales equal to or in excess of twenty-five million dollars ($25,000,000) during any calendar year, Executive’s salary will increase to $360,000 and annually, thereafter, by at lease twenty-five percent (15%) or as otherwise determined appropriate during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.

4. The Executive shall be named in the Company’s Directors and Officers Insurance Policy at no cost to the Executive for an amount of coverage deemed appropriate by the Board and any relevant regulatory agencies, authorities, or generally accepted policies for such coverage.

5. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.

6. Bonuses may be distributed for achievement of revenue targets as set forth in Section 3.04 of this Agreement, the Executive shall be entitled to receive a bonus as set forth in the table below:

Revenue Plateau	Bonus Amount	Payable As
1.25mm Net annual revenue	$35,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
2.50mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
5.00mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
7.500mm Net annual revenue	$50,000	Payable in two equal parts, the first being a one-time cash bonus due within 10 business days of the transaction’s closing, the second part being the cashless exercise and redemption of options for the equivalent amount of shares of the common stock of the company on the next exercise date.
10.00mm Net annual revenue	$50,000

16

EX-10.6

EXHIBIT 10.6

VISUAL MANAGEMENT SYSTEMS
EXECUTIVE EMPLOYMENT AGREEMENT

          This Employment Agreement (the “Agreement”) is entered into as of this 2nd day of January, 2007 by and between VISUAL MANAGEMENT SYSTEMS HOLDING, INC., a New Jersey corporation which maintains its principal executive offices at 1000 Industrial Way North, Suite C, Toms River, New Jersey 08755 (the “Company”), and Howard Herman (the “Executive”), an individual residing at 959 Hilltop Road, Plainfield, NJ 07060. Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party”.

W I T N E S S E T H:

          WHEREAS, the Company is engaged in providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) to Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses (collectively “the customers”) primarily located in, but not limited to the continental United States Markets and environments; and

          WHEREAS, the Executive has extensive prior and current experience in the financial and business operations and practices of the Company including planning, developing, deploying, selling and maintaining digital surveillance systems; and additional prior experience in financial accounting, control functions, financial management, accounting, bookkeeping, relevant experience as it relates to the financial reporting of public and private companies, internal audit and committees thereof; and other accounting and financial operations management with profit and loss responsibility and personnel oversight; and

          WHEREAS, the Company desires to provide for the employment of the Executive as Vice President and Chief Financial Officer pursuant to the terms and conditions of this Agreement since the Company believes that the Executive’s business experience, skill, and expertise will enhance the business and improve the profitability of the Company; and

          WHEREAS, the Company’s Board of Directors (“Board”) has determined that it is in the best interest of the Company to provide for the employment of the Executive as Vice President and Chief Financial Officer and believes that this Agreement will reinforce and encourage the attention and dedication of the Executive to the Company as a key member of the Company’s management team; and

          WHEREAS, the Executive is willing to commit himself to faithfully and exclusively serve the Company on the terms and conditions provided herein;

          NOW, THEREFORE, in consideration of the representations, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

1

ARTICLE I
DEFINITIONS

          As used in this Agreement, the following terms shall have the following meanings unless the context specifically requires otherwise:

1.01 “Cause” shall mean any of the following:

          (a) With respect to the Company’s termination of the Executive:

                    (1) the final unappealable conviction of the Executive of a felony under any state or federal law, or the entry of a plea of guilty or no contest by the Executive with respect thereto;

                    (2) any failure or refusal by the Executive to fulfill, in any material respect, his duties and responsibilities (other than by reason of death or Disability, as defined below) as set forth in Section 2.02 of this Agreement for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, failure to achieve performance goals or earnings targets or any act or failure or refusal to act on the Executive’s part shall not be a reason for termination for Cause if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (3) any failure or refusal of the Executive to adhere to any established lawful policy of the Company for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, no act or failure or refusal to act on the Executive’s part shall be a reason for termination for Cause under if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (4) the final unappealable conviction or civil judgment against the Executive for any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company; or

                    (5) any final unappealable determination by a court of competent jurisdiction of material breach by the Executive of his obligations under Article IV of this Agreement.

          (b) With respect to the Executive’s right to terminate this Agreement:

                    (1) the Company or the Board fails to re-elect the Executive, without Executive’s prior consent in any or each instance, as Vice President, and/or Chief Financial Officer during the term of this Agreement;

2

                    (2) the Company or its Board of Directors, without Executive’s prior consent, Demotes the Executive in any or each instance as Vice President and/or Chief Financial Officer;

                    (3) the Company breaches any material covenant under this Agreement and such breach is not cured within sixty (60) days of receipt of Executive’s written notice of such breach;

                    (4) this Agreement is assigned or delegated by the Company to any other person or entity without Executive’s prior consent or the Company is acquired or merged with any other entity; or

                    (5) a change of the principal place of performance (as set forth in Section 2.02(c) below) of more than 30 miles without Executive’s consent.

1.02 “Business” shall mean (a) the Company’s present business that consists of providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) its customers.

1.03 “Competing Business” shall mean any business providing the same or similar mix of products, processes or services within the Territory.

1.04 “Confidential Information” shall have a meaning as set forth in Section 4.02 of this Agreement.

1.05 “Demote/Demotion” shall mean a material change in the nature or scope of the authorities, powers, functions or duties of the Executive, whether associated with the title of Vice President and/or Chief Financial Officer or another title.

1.06 “Disability” shall mean the Executive’s inability to perform his duties, obligations and responsibilities under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

1.07 “Intellectual Property” shall have a meaning as set forth in Section 4.03 of this Agreement.

1.08 “Severance Benefits” shall have a meaning as set forth in Section 5.02(b) of this Agreement.

1.09 “Severance Compensation” shall have a meaning as set forth in Section 5.02(a) of this Agreement.

1.10 “Territory” shall mean Tier I/Tier II United States Markets and environments in which the Company conducts business, or actively prepares to conduct business at any time during the covenant period provided in Article IV of this Agreement.

1.11 “Tier I United States Markets” shall mean the top twenty (20) Metropolitan Statistical Areas by business population density and growth.

1.12 “Tier II United States Markets” shall mean the second twenty (20) Metropolitan Statistical Areas by business population density and growth.

3

1.13 “The Customers” shall mean Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses that the Company provides business or business services to.

ARTICLE II
EMPLOYMENT

Section 2.01 Term. The term of the Executive’s employment shall be for a period of three (3) years commencing on the date of this Agreement, unless earlier terminated pursuant to Section 5.01 hereof. This Agreement shall automatically renew for successive periods of one (1) year thereafter unless either Party gives written notice of its intent not to renew at least sixty (60) days prior to the expiration of any term.

Section 2.02 Powers, Duties and Responsibilities.

          (a) For the term of this Agreement, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, to render exclusive service as Vice President and/or Chief Financial Officer, with such powers, duties, and responsibilities consistent with the position of Vice President and/or Chief Financial Officer as provided for in the Company’s By-laws and as otherwise the Board may determine from time to time. The Executive agrees to devote his full working time to the Company and to diligently perform all duties to the best of his ability, pursuant to the policies and regulations of the Company, and shall use his best efforts to promote the success of the present and future businesses of the Company. The Executive shall be responsible for each facet of the Company’s business operations. The Executive shall report directly to the Company’s President.

          (b) During the term of this Agreement, except for his participation and interest in the entities listed on Schedule “A” attached hereto, the Executive shall not, directly or indirectly, alone or as a member of any partnership or joint venture, or as an Executive, officer or director of, or a consultant to, any other corporation or business organization, be engaged in any other business activity or occupation, whether or not such other business activity is pursued for gain, profit or pecuniary advantage, unless approved by the Board. The Executive agrees that he will not be involved in any activity outside of the business of the Company that would interfere with the performance of his duties hereunder or any activity that would be inimical to or contrary to the best interests of the Company. Further, the Executive shall, as an investor, have the right to acquire, sell or hold the stock or other investment securities of (a) any business entity, other than the Company, that is registered on a national securities exchange or regularly traded on a generally recognized over-the-counter market, so long as the Executive’s beneficial interest in any such business entity does not exceed five percent (5%) of the ownership of that business entity, and (b) the entities listed on the attached Schedule “A.”

          (c) Executive’s principal place of performance shall be in Toms River, New Jersey. Executive shall be required at times to reasonably travel as part of his duties hereunder.

4

ARTICLE III
COMPENSATION AND BENEFITS

Section 3.01 Base Salary. The Executive will receive a base salary from the Company as set forth in Schedule “B” attached to this Agreement, for his services under this Agreement, payable in accordance with the Company’s payroll activities.

Section 3.02 Salary Increases. The Executive shall receive salary increases from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.03 Bonus Compensation. The Executive shall be eligible to receive an annual incentive bonus comprised of cash, stock and/or stock options in an amount as determined by the Board in its sole and absolute discretion.

Section 3.04 Revenue Performance Bonus. The Executive shall receive bonuses from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.05 Benefits. The Executive will, at all times during his employment with the Company, be entitled to participate in all benefits maintained by the Company for senior level executives of the Company, including, but not limited to, participation in the Company’s Equity Incentive Plan (a copy of which has been furnished to the Executive), as determined by the Company’s Board. Except as provided herein or required by the terms of a Company sponsored benefit plan, nothing paid to the Executive under any such plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement.

Section 3.06 Additional Insurance. The Executive may, be provided with additional insurance policies as set forth in Schedule “B” attached to this Agreement. Any costs incurred by the company to obtain such coverage on behalf of the Executive shall not be deemed to be in lieu of the Executive’s salary or any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement

Section 3.07 Vacation. The Executive shall be entitled to twenty (20) workdays of vacation with pay during each twelve-month period of employment under this Agreement. The Executive shall not be entitled to receive any compensation in lieu of such vacation days, whether or not used during the applicable periods.

Section 3.08 Holidays. The Executive shall be entitled to all paid holidays given by the Company to its Executives.

Section 3.09 Professional Enrichment. The Executive shall be granted up to ten (10) days during each twelve-month period of employment under this Agreement for the purpose of professional enrichment. Such shall include attendance as a guest and speaker at seminars and symposiums, and providing consulting and advice to private entities not in competition with the Company. The Executive shall provide the Company reasonable notice prior to the Executive’s utilization of a professional enrichment day. Executive shall be responsible for any expenses related to his professional enrichment activities, excluding professional enrichment activities with respect to Company related training or education. The Executive shall not be entitled to receive any compensation in lieu of such days, whether

5

or not used during the applicable period. The Executive shall not be entitled to carryover any professional enrichment days from year to year. Upon the Board’s reasonable request, Executive shall provide the Board proof of any attendance at professional enrichment activities or functions.

Section 3.10 Perquisites.

          (a) Automobile Expenses. During the term of this Agreement, the Executive will be entitled to and the Company shall provide a monthly automobile allowance of Five Hundred Dollars ($500.00) to be applied towards the purchase or lease of an automobile suitable to the Executive’s position with the Company. The Company shall reimburse the Executive for all expenses related to fuel, oil, tolls, maintenance and repairs for any such automobile.

          (b) Computer Allowance. During the term of this Agreement, the Executive will be entitled to be provided, at the Company’s expense, a laptop computer of his choice which is suitable to the Executive’s position and consistent with the forward thinking attitude of the company. Upon any upgrade or replacement of any computer, Executive shall return to the Company the computer previously purchased with the allowance. Upon termination of the Executive, all computers purchased with the allowance shall be returned to the Company.

          (c) Fitness Club Membership During the term of this Agreement, the Executive will be entitled to join a health club of his choice and be reimbursed for facilities fees and the expense of engaging a personal physical trainer.

          (d) Legal Expenses. In the event that the Executive is required to institute legal proceedings against the Company to enforce this Agreement, or any term or provision thereof, the Company shall pay, either directly or by reimbursement to the Executive, all legal fees and costs incurred or expended by the Executive if the Executive’s action results in a judgment in favor of the Executive against the Company. The Company shall also reimburse the Executive for all costs related to negotiation of this Agreement, including legal fees.

          (e) Other. The Executive shall be entitled to receive any perquisites available, or hereafter made available, to senior level executives of the Company.

ARTICLE IV
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION

Section 4.01 Scope and Reasonableness. The Executive acknowledges that the Company has a present and future expectation of conducting operations and generating revenues and that, in his capacity with the Company, the Executive will have important duties and responsibilities with respect to the Business. The Executive is being employed hereunder in a key capacity with the Company, that the Company is engaged in a highly competitive business, and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive further agrees that reasonable limits may be placed on his ability to compete against the Company as provided herein so as to protect and preserve the legitimate business interests and goodwill of the Company.

6

Section 4.02 Confidentiality and Trade Secrets.

          (a) The Executive acknowledges and agrees that his position as an employee of the Company will afford him a unique opportunity to acquire confidential information concerning the Company and that the misappropriation or disclosure of such confidential information would cause irreparable harm to the Company. The Executive recognizes and agrees that he will have access to certain confidential information of the Company that is not generally available to the public and that such information constitutes valuable, special and unique property of the Company. The Executive acknowledges that such confidential information includes information concerning the Business and the Company including, without limitation, financial information concerning the Business or the Company, the names and addresses of actual and potential customers or acquisition or investment targets of the Business or the Company, studies of prospective market areas for the Business, supply sources, products, technical data, notes, diagrams, drawings, flow charts, ideas, techniques, specifications, procedures, processes, research, development, and trade secrets of the Business and the Company (such information whether related to the Business or the Company being referred to collectively as the “Confidential Information”). Confidential Information shall not include any information or documents (i) that are or become publicly available or otherwise known in the industry without breach of this Section 4.02; or (ii) that the Executive rightfully receives from any third party which is not breaching an obligation of confidence with the Company or without an accompanying obligation of confidence; or (iii) that were known to or by the Executive prior to his appointment with the Company without breach of this Section 4.02. In the event that the Executive is requested in any court or governmental proceeding to disclose any Confidential Information, the Executive shall give the Company prompt notice of such request such that the Company may seek a protective order or other appropriate relief and shall cooperate in all respects with the Company in its efforts in connection therewith.

          (b) The Executive will keep confidential and will not, during his employment and for a period of five (5) years after any termination under this Agreement (whether by expiration or pursuant to Section 5.01 or otherwise), directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorize representatives of the Company or when, in the good faith belief of the Executive, such disclosure is necessary or desirable in the normal course of the Business in order for the Executive to fulfill his duties and responsibilities to the Company as set out in Section 2.02.

          (c) The Executive acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies which the Company may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets or proprietary information, and the enforcement by the Company of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies which they may possess in law or equity absent this Agreement.

          (d) Upon any termination of his employment under this Agreement, the Executive shall surrender to the Company all documents and materials in his possession, custody or control embodying the Confidential Information or any part thereof.

Section 4.03 Proprietary Material.

          (a) The Executive hereby assigns and agrees to assign to the Company all of the Executive’s right, title and interest in and to all information, inventions, discoveries, products, systems, computer or other apparatus programs and related documentation, including improvements or modifications thereto which are directly used or could be used in the Business of the Company, (hereinafter each designated as “Intellectual Property”), whether or not patentable, copyrightable or subject to other forms of protection,

7

made, created, developed, written or conceived by the Executive during the term of Executive’s employment with the Company, whether during or outside regular working hours, either solely or jointly with another person or entity, in whole or in part. Excepted is any material developed in the course of the Executive’s work with the entities listed at Schedule A.

          (b) The Executive acknowledges that the Intellectual Property constitutes the exclusive property of the Company and that any copyrights, patents, trademarks or trade secret rights in the Intellectual Property belong to the Company by operation of law. Such Intellectual Property shall constitute work for hire.

          (c) The Executive shall, without charge to the Company, but at the Company’s expense, execute a specific assignment of title to the Company and do anything else reasonably necessary or desirable to enable the Company to secure a patent, copyright, trademark, or other form of protection for or otherwise exploit any Intellectual Property anywhere in the world.

Section 4.04 Covenant Not to Compete.

          (a) During the period ending on the twelve (12) month anniversary of the Company’s termination of the Executive’s employment for Cause or the Executive’s termination of the Company without Cause, the Executive will not directly or indirectly:

                    (i) Excepting those entities listed at Schedule “A,” engage in, become affiliated with, or become interested in any business that is engaged in a Competing Business, either alone or with any individual, partnership, corporation, or association in any capacity. For these purposes, “to engage,” “become affiliated with” or “become interested in” shall mean either (1) acting in a management or oversight capacity as an officer, director, agent, representative, consultant, independent contractor or employee of any entity or enterprise which is engaged in a Competing Business; (2) participating in any material management or oversight role in any such business which is engaged in a Competing Business as an owner, partner, limited partner, joint venturer, creditor, or stockholder (except as a stockholder owning not greater than a five percent (5%) interest in a corporation whose shares are actively traded on a national securities exchange or in the over-the-counter market); or (3) communicating to any such business, which is engaged in a Competing Business, the names or addresses or any other information concerning any past, present, or identified prospective client, customer, joint venture partner, supplier or acquisition or investment targets of the Company, provided that this provision shall not apply to any information that is not “Confidential Information,” as such term is defined in Section 4.02(a) of this Agreement;

                    (ii) cause, induce, or encourage any employee of the Company to leave the employ of the Company, or any independent contractor to terminate any independent contractor relationship with the Company;

                    (iii) cause, induce, or encourage any former employee of the Company to become employed by a business which is engaged in a Competing Business; or

                    (iv) employ or seek to employ any person who is at that time employed with the Company.

          (b) If the covenant not to compete provided for herein is found by any court having jurisdiction to be too broad or too restrictive, then the covenant not to compete shall nevertheless remain effective, but shall be considered amended to a point considered by said court as reasonable and, as so amended, shall be fully enforceable.

8

Section 4.05 Non-Solicitation and Non-Interference. During the period ending on the twelve month (12) anniversary of the termination of the Executive’s employment with the Company (whether such termination is by the Company or by the Executive), the Executive will not in any way, directly or indirectly, for himself or on behalf of or in conjunction with any other person, partnership, firm, association, or corporation:

                    (i) Solicit or divert away or attempt to solicit or divert any client or customer served or solicited by the Company within the six (6) month period prior to the Executive’s termination or any potential customer of the Company if such potential customer’s business had been actively solicited by the Company within the six (6) month period prior to the Executive’s termination;

                    (ii) Interfere with or attempt to interfere with negotiations between the Company and any acquisition or investment target of the Company; or

                    (iii) Solicit or attempt to solicit any acquisition or investment target which the Company have been in negotiations with during the six (6) month period prior to the Executive’s termination with the Company.

Section 4.06 Remedies. The Executive acknowledges that any violation of this Article IV will cause irreparable harm to the Company and that damages are not an adequate remedy. The Executive therefore agrees that the Company shall be entitled to seek an injunction enjoining, prohibiting and restraining the Executive from the continuance of any such violation, in addition to any monetary damages which might occur by reason of a violation of this Agreement or any other remedies at law or in equity, including without limitation specific performance, and that in any such action the Executive will not raise as a defense the argument that an adequate remedy for such breach exists at law.

Section 4.07 Independent. The covenants set forth in the foregoing Sections of this Article IV are and shall be deemed and construed as separate and independent covenants. Should any part or provision of such covenants be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision thereof. Specifically, and without limiting the generality of the foregoing, if any portion of Sections 4.01, 4.02, 4.03, 4.04 or 4.05 is found to be invalid by a court of competent jurisdiction because its duration, the Territory and/or the Business are invalid or unreasonable in scope, such duration, Territory and/or Business, as the case may be, shall be redefined by consideration of the reasonable concerns and needs of the Company such that the intent of the Company and the Executive, in agreeing to Sections 4.01, 4.02, 4.03, 4.04, 4.05 and 4.06, will not be impaired and shall be enforceable to the fullest extent of the applicable laws.

ARTICLE V
TERMINATION

5.01 Termination. The Executive’s employment by the Company hereunder may be terminated under the following conditions:

          (a) Death. The Executive’s employment hereunder shall terminate immediately upon his death, without notice. The effective date of any such termination shall be the date of the Executive’s death. The Company shall pay to the Executive’s designated beneficiary, or if he leaves no designated beneficiary to his estate, any salary which has been earned but is unpaid and any unreimbursed expenses or other unpaid benefits due the Executive hereunder at the time of his death. The Company shall also pay

9

Severance Compensation and provide Severance Benefits as defined in Section 5.02 hereunder for the Executive’s family or designated beneficiary.

          (b) Disability. In the case of Disability of the Executive, the Company may terminate the Executive’s employment pursuant to this Agreement by giving written notice to the Executive (or his personal or legal representative, as the case may be) specifying such Disability. The effective date of any such termination shall be that specified in such notice. Upon termination of the Executive for Disability, the Executive shall receive the Severance Compensation and shall be entitled to the Severance Benefits as defined in Section 5.02 hereunder.

          (c) Termination for Cause by Company. In the event the Executive is terminated for Cause as defined in Section 1.01(a) herein, the Company may at any time without notice terminate the Executive’s employment hereunder, and the Executive shall have no right to receive any salary, or benefits of any kind whatsoever, except those benefits which are vested or otherwise owned by the Executive, on and after such date of termination. The Executive shall not receive any bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Company for Cause.

          (d) Termination Without Cause by Company. The Company may at any time, upon ninety (90) days written notice issued in accordance with Section 6.07 hereunder which establishes the date of termination of this Agreement, terminate the Executive’s employment under this Agreement without Cause. The issuance of a notice of termination is a condition precedent to the termination of the employment relationship without Cause by the Company, and the Company shall not issue such a notice of termination unless the issuance of such notice and the contents of such notice are approved by the affirmative vote of a majority of the Company’s Board. Upon termination without cause by the Company, the Executive is entitled to receive from the Company any earned but unpaid salary as well as receive from the Company any unreimbursed expenses or other unpaid benefits owed as of the date of termination. Further, in the event of a termination without cause by the Company, the Executive is entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (e) Termination Without Cause by the Executive. The Executive may terminate this Agreement without specific Cause or reason upon ninety (90) days written notice to the Company. The Company may at any time, in its sole discretion, shorten or eliminate the ninety (90) day notice period by written notice to the Executive. The Executive shall receive no further salary, other than amounts earned but unpaid, nor benefits of any kind, other than amounts to which the Executive is entitled to reimbursement and those benefits which are vested or otherwise owned by the Executive, following the ninety (90) day notice period, or such abbreviated period to the extent it is shortened or eliminated by the Company as provided above. The Executive shall not be entitled to bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Executive without Cause. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (f) Termination for Cause by the Executive. The Executive may terminate this Agreement upon ninety (90) days written notice to the Company for Cause. Upon termination at the conclusion of the ninety (90) day period, the Executive is entitled to receive from the Company any earned but unpaid salary and any unreimbursed expenses or other unpaid benefits owed as of the date of termination. The Company may shorten or eliminate the ninety (90) day notice period by providing written notice to the Executive. Further, the Executive shall be entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. The Executive for the purpose of this Agreement or any plan or

10

practice of the Company shall not deem an election by the Executive to terminate this Agreement for Cause a voluntary termination of employment.

Section 5.02 Severance Compensation and Severance Benefits.

          (a) Pursuant to this Agreement, “Severance Compensation” shall mean, within ten (10) calendar days of the date of termination (the Executive’s last day of employment with the Company):

                    (i) a single cash payment in an amount equal to three times the Executive’s prior year’s annual salary or five hundred thousand ($500,000) dollars, whichever is greater;

                    (ii) payment for accrued and unused vacation for the year of termination; and

                    (iii) payment of the Executive’s prorated bonus compensation, if any, pursuant to Section 3.02 of this Agreement, for the year of termination in accordance with the ordinary payment procedures.

          (b) Pursuant to this Agreement, “Severance Benefits” shall mean:

                    (i) to the extent that the Executive is insurable, the Company shall reimburse the Executive the cost of COBRA benefits, including dental but, other than long term disability coverage, for the Executive and his family for a period of eighteen (18) months following the date of termination, subject to any limitation on the provision of such benefits established by then existing law; provided, however, that if the Company is not able to provide coverage under COBRA for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the Company’s cost for such COBRA benefits over such eighteen (18) month period if such benefits had been available for the Executive and his family.

                    (ii) The Company shall pay the premiums for Executive’s group life insurance policy for a period of eighteen (18) months following the date of termination to the extent and as permitted under the terms of such policies; provided, however, that if Company is not able to offer such coverage for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the premium payments that would have otherwise been payable under such policies for Executive for such eighteen (18) month period;

          (iii) Executive shall have the right to convert any other Company sponsored benefit plan to the extent provided for by the terms of such plan, but the Company shall have no obligation to make payments in connection with any such conversion.

ARTICLE VI
MISCELLANEOUS

6.01 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.

6.02 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the Executive’s employment with the Company and supercedes all prior and contemporaneous, written, oral, express and implied communications, agreements, and understandings between the Parties relating to the same subject matter, including any prior employment agreement between the Executive and Company or any of its affiliates or subsidiaries. In the event that any term, or condition or provision of this Agreement varies from, or is in any way dissimilar to or a conflict with, any term, condition or

11

provision of any of the Company’s benefit plans or any other agreement between the Parties, the terms, conditions and provisions of this Agreement will control.

6.03 Amendments. This Agreement cannot be amended, changed, or supplemented except in writing signed by the parties or their duly authorized agents or attorneys in fact.

6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

6.05 Assignment. This Agreement is nonassignable except that the Company’s rights, duties, and obligations under this Agreement may be assigned and delegated to any subsidiary or affiliate of the Company or to the acquiror of the Company in the event the Company is merged, acquired, sells substantially all of its interest in its assets or the Business or transfers its interest in the Business to any other entity.

6.06 Severability. If any one or more of the provisions of this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not in any way be impaired.

6.07 Notices. All notices, requests, demands, and other communications under or in connection with this Agreement shall be in writing, shall be sent by registered or certified mail return receipt requested, and shall be deemed to have been given or made when received at the following offices:

If to the Company:	VISUAL MANAGEMENT SYSTEMS HOLDING, Inc.
	1000 Industrial Way North, Unit C
	Toms River, NJ 08755; and
	Philip D. Forlenza, Esq.
	Giordano, Halleran & Ciesla, P.C.
	125 Half Mile Road, P.O. Box 190
	Middletown, New Jersey 07748.
If to the Executive:	Howard Herman
	959 Hilltop Road
	Plainfield, New Jersey 07060;

The above addresses may be changed by written notice given as above provided.

6.08 Consent to Jurisdiction. The Company and the Executive, by its or his execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and Federal courts located within the State of New Jersey for the purpose of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that is not subject personally to the jurisdiction of the above-named courts, that its or his property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named

12

court is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise. Each of the Company and the Executive hereby consents to service of process in any such proceeding in any manner permitted by New Jersey law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.07 hereof is reasonably calculated to give actual notice.

6.09 Counterparts. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which will evidence one and the same agreement.

6.10 Pronouns. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires.

{signature page follows}

13

IN WITNESS WHEREOF the parties have executed this Agreement as an instrument under SEAL as of the date first appearing above.

ATTEST:	VISUAL MANAGEMENT SYSTEMS, INC.
	By:
		Name:
		Title:
WITNESS:
		HOWARD HERMAN

{Signature Page for Executive Employment Agreement}

14

SCHEDULE A: LIST OF ENTITIES IN WHICH EXECUTIVE PARTICIPATES

Entity Executive’s Capacity with Entity Description of Services

15

SCHEDULE B: BASE SALARY AND SALARY INCREASES

1. Howard Herman (“Executive”) shall receive a base salary of One Hundred Fifty Thousand Dollars ($150,000.00).

2. The Executive shall receive salary increases as follows:

- Upon reaching annual gross sales equal to or in excess of ten million dollars ($10,000,000.00), Executive’s Salary shall increase to $165,000.00.

- Upon reaching annual gross sales equal to or in excess of twenty million dollars ($20,000,000.00), Executive’s Salary shall increase to $181,500.00.

3. Upon achieving annual gross sales equal to or in excess of twenty-five million dollars ($25,000,000) during any calendar year, Executive’s salary will increase to $200,000 and annually, thereafter, by at lease ten percent (10%) or as otherwise determined appropriate during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.

4. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.

5. Bonuses may be distributed for achievement of revenue targets as set forth in Section 3.04 of this Agreement, the Executive shall be entitled to receive a bonus as set forth in the table below:

Revenue Plateau	Bonus Amount	Payable As
1.25mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
2.50mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
5.00mm Net annual revenue	$25,000	Payable in two equal parts, the first being a one-time cash bonus due within 10 business days of the transaction’s closing, the second part being the cashless exercise and redemption of options for the equivalent amount of shares of the common stock of the company on the next exercise date.
7.500mm Net annual revenue	$37,500
10.00mm Net annual revenue	$50,000

16

EX-10.7

EXHIBIT 10.7

VISUAL MANAGEMENT SYSTEMS
EXECUTIVE EMPLOYMENT AGREEMENT

          This Employment Agreement (the “Agreement”) is entered into as of this 2nd day of January, 2007 by and between VISUAL MANAGEMENT SYSTEMS HOLDING, INC., a New Jersey corporation which maintains its principal executive offices at 1000 Industrial Way North, Suite C, Toms River, New Jersey 08755 (the “Company”), and Caroline Gonzalez (the “Executive”), an individual residing at 600 Monroe Avenue, Whiting, New Jersey 08759. Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party”.

WITNESSETH:

          WHEREAS, the Company is engaged in providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) to Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses (collectively “the customers”) primarily located in, but not limited to the continental United States Markets and environments; and

          WHEREAS, the Executive has extensive prior and current experience in the operations of the Company planning, developing, deploying, selling and maintaining digital surveillance systems, and additional prior experience in public and private education and management with profit and loss responsibilities and oversight of multi-location, franchise operations; and

          WHEREAS, the Company desires to provide for the employment of the Executive as President and Chief Information Officer pursuant to the terms and conditions of this Agreement since the Company believes that the Executive’s business experience, skill, and expertise will enhance the business and improve the profitability of the Company; and

          WHEREAS, the Company’s Board of Directors (“Board”) has determined that it is in the best interest of the Company to provide for the employment of the Executive as President and Chief Information Officer and believes that this Agreement will reinforce and encourage the attention and dedication of the Executive to the Company as a key member of the Company’s management team; and

          WHEREAS, the Executive is willing to commit himself to faithfully and exclusively serve the Company on the terms and conditions provided herein;

          NOW, THEREFORE, in consideration of the representations, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

1

ARTICLE I
DEFINITIONS

          As used in this Agreement, the following terms shall have the following meanings unless the context specifically requires otherwise:

1.01 “Cause” shall mean any of the following:

          (a) With respect to the Company’s termination of the Executive:

                    (1)  the final unappealable conviction of the Executive of a felony under any state or federal law, or the entry of a plea of guilty or no contest by the Executive with respect thereto;

                    (2) any failure or refusal by the Executive to fulfill, in any material respect, his duties and responsibilities (other than by reason of death or Disability, as defined below) as set forth in Section 2.02 of this Agreement for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, failure to achieve performance goals or earnings targets or any act or failure or refusal to act on the Executive’s part shall not be a reason for termination for Cause if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (3) any failure or refusal of the Executive to adhere to any established lawful policy of the Company for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, no act or failure or refusal to act on the Executive’s part shall be a reason for termination for Cause under if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (4) the final unappealable conviction or civil judgment against the Executive for any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company; or

                    (5)  any final unappealable determination by a court of competent jurisdiction of material breach by the Executive of his obligations under Article IV of this Agreement.

          (b) With respect to the Executive’s right to terminate this Agreement:

                    (1) the Company or the Board fails to re-elect the Executive, without Executive’s prior consent in any or each instance, as President, and/or Chief Information Officer during the term of this Agreement;

2

                    (2) the Company or its Board of Directors, without Executive’s prior consent, Demotes the Executive in any or each instance as President and/or Chief Information Officer;

                    (3) the Company breaches any material covenant under this Agreement and such breach is not cured within sixty (60) days of receipt of Executive’s written notice of such breach;

                    (4) this Agreement is assigned or delegated by the Company to any other person or entity without Executive’s prior consent or the Company is acquired or merged with any other entity; or

                    (5) a change of the principal place of performance (as set forth in Section 2.02(c) below) of more than 30 miles without Executive’s consent.

1.02 “Business” shall mean (a) the Company’s present business which consists of providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) its customers.

1.03 “Competing Business” shall mean any business providing the same or similar mix of products, processes or services within the Territory.

1.04 “Confidential Information” shall have a meaning as set forth in Section 4.02 of this Agreement.

1.05 “Demote/Demotion” shall mean a material change in the nature or scope of the authorities, powers, functions or duties of the Executive, whether associated with the title of President and/or Corporate Controller and Chief Information Officer and Chief Information Officer or another title.

1.06 “Disability” shall mean the Executive’s inability to perform his duties, obligations and responsibilities under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

1.07 “Intellectual Property” shall have a meaning as set forth in Section 4.03 of this Agreement.

1.08 “Severance Benefits” shall have a meaning as set forth in Section 5.02(b) of this Agreement.

1.09 “Severance Compensation” shall have a meaning as set forth in Section 5.02(a) of this Agreement.

1.10 “Territory” shall mean Tier I/Tier II United States Markets and environments in which the Company conducts business, or actively prepares to conduct business at any time during the covenant period provided in Article IV of this Agreement.

1.11 “Tier I United States Markets” shall mean the top twenty (20) Metropolitan Statistical Areas by business population density and growth.

1.12 “Tier II United States Markets” shall mean the second twenty (20) Metropolitan Statistical Areas by business population density and growth.

3

1.13 “The Customers” shall mean Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses that the Company provides business or business services to.

ARTICLE II
EMPLOYMENT

Section 2.01 Term. The term of the Executive’s employment shall be for a period of three (3) years commencing on the date of this Agreement, unless earlier terminated pursuant to Section 5.01 hereof. This Agreement shall automatically renew for successive periods of one (1) year thereafter unless either Party gives written notice of its intent not to renew at least sixty (60) days prior to the expiration of any term.

Section 2.02 Powers, Duties and Responsibilities.

          (a) For the term of this Agreement, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, to render exclusive service as President and/or Chief Information Officer, with such powers, duties, and responsibilities consistent with the position of President and/or Chief Information Officer as provided for in the Company’s By-laws and as otherwise the Board may determine from time to time. The Executive agrees to devote his full working time to the Company and to diligently perform all duties to the best of his ability, pursuant to the policies and regulations of the Company, and shall use his best efforts to promote the success of the present and future businesses of the Company. The Executive shall be responsible for each facet of the Company’s business operations. The Executive shall report directly to the Company’s Chief Executive Officer.

          (b) During the term of this Agreement, except for his participation and interest in the entities listed on Schedule “A” attached hereto, the Executive shall not, directly or indirectly, alone or as a member of any partnership or joint venture, or as an Executive, officer or director of, or a consultant to, any other corporation or business organization, be engaged in any other business activity or occupation, whether or not such other business activity is pursued for gain, profit or pecuniary advantage, unless approved by the Board. The Executive agrees that he will not be involved in any activity outside of the business of the Company that would interfere with the performance of his duties hereunder or any activity that would be inimical to or contrary to the best interests of the Company. Further, the Executive shall, as an investor, have the right to acquire, sell or hold the stock or other investment securities of (a) any business entity, other than the Company, that is registered on a national securities exchange or regularly traded on a generally recognized over-the-counter market, so long as the Executive’s beneficial interest in any such business entity does not exceed five percent (5%) of the ownership of that business entity, and (b) the entities listed on the attached Schedule “A.”

          (c) Executive’s principal place of performance shall be in Toms River, New Jersey. Executive shall be required at times to reasonably travel as part of his duties hereunder.

4

ARTICLE III
COMPENSATION AND BENEFITS

Section 3.01 Base Salary. The Executive will receive a base salary from the Company as set forth in Schedule “B” attached to this Agreement, for his services under this Agreement, payable in accordance with the Company’s payroll activities.

Section 3.02 Salary Increases. The Executive shall receive salary increases from the Company as set forth in Schedule “B” attached to this Agreement. The Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion, may increase the Executive’s salary otherwise during the term of this Agreement.

Section 3.03 Bonus Compensation. The Executive shall be eligible to receive an annual incentive bonus comprised of cash, stock and/or stock options in an amount as determined by the Board in its sole and absolute discretion.

Section 3.04 Revenue Performance Bonus. The Executive shall receive bonuses from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.05 Benefits. The Executive will, at all times during his employment with the Company, be entitled to participate in all benefits maintained by the Company for senior level executives of the Company, including, but not limited to, participation in the Company’s Equity Incentive Plan (a copy of which has been furnished to the Executive), as determined by the Company’s Board. Except as provided herein or required by the terms of a Company sponsored benefit plan, nothing paid to the Executive under any such plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement.

Section 3.06 Additional Insurance. The Executive will, be provided with additional insurance policies as set forth in Schedule “B” attached to this Agreement. Any costs incurred by the company to obtain such coverage on behalf of the Executive shall not be deemed to be in lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement

Section 3.07 Vacation. The Executive shall be entitled to twenty (20) workdays of vacation with pay during each twelve-month period of employment under this Agreement. The Executive shall be entitled to carry forward up to twenty (20) unused vacation days from one twelve-month period for use during the immediately succeeding twelve-month period in addition to the twenty (20) vacation days provided for such period pursuant to the preceding sentence. The Executive shall not be entitled to receive any compensation in lieu of such vacation days, whether or not used during the applicable periods.

Section 3.08 Holidays. The Executive shall be entitled to all paid holidays given by the Company to its Executives.

Section 3.09 Professional Enrichment. The Executive shall be granted up to twenty (20) days during each twelve-month period of employment under this Agreement for the purpose of professional enrichment. Such shall include attendance as a guest and speaker at seminars and symposiums, and providing consulting and advice to private entities not in competition with the Company. The Executive shall provide the Company reasonable notice prior to the Executive’s utilization of a professional enrichment day. Executive shall be responsible for any expenses related to his professional enrichment

5

activities, excluding professional enrichment activities with respect to Company related training or education. The Executive shall not be entitled to receive any compensation in lieu of such days, whether or not used during the applicable period. The Executive shall not be entitled to carryover any professional enrichment days from year to year. Upon the Board’s reasonable request, Executive shall provide the Board proof of any attendance at professional enrichment activities or functions.

Section 3.10 Perquisites.

          (a) Automobile Expenses. During the term of this Agreement, the Executive will be entitled to and the Company shall provide a monthly automobile allowance of Six Hundred Dollars ($600.00) to be applied towards the purchase or lease of an automobile suitable to the Executive’s position with the Company. The Company shall reimburse the Executive for all expenses related to fuel, oil, tolls, maintenance and repairs for any such automobile.

          (b) Computer Allowance. During the term of this Agreement, the Executive will be entitled to be provided, at the Company’s expense, a laptop computer and home computer of his choice which is suitable to the Executive’s position and consistent with the forward thinking attitude of the company. Upon any upgrade or replacement of any computer, Executive shall return to the Company the computer previously purchased with the allowance. Upon termination of the Executive, all computers purchased with the allowance shall be returned to the Company.

          (c) Fitness Club Membership During the term of this Agreement, the Executive will be entitled to join a health club of his choice and be reimbursed for facilities fees and the expense of engaging a personal physical trainer.

          (d) Legal Expenses. In the event that the Executive is required to institute legal proceedings against the Company to enforce this Agreement, or any term or provision thereof, the Company shall pay, either directly or by reimbursement to the Executive, all legal fees and costs incurred or expended by the Executive if the Executive’s action results in a judgment in favor of the Executive against the Company. The Company shall also reimburse the Executive for all costs related to negotiation of this Agreement, including legal fees.

          (e) Other. The Executive shall be entitled to receive any perquisites available, or hereafter made available, to senior level executives of the Company.

ARTICLE IV
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION

Section 4.01 Scope and Reasonableness. The Executive acknowledges that the Company has a present and future expectation of conducting operations and generating revenues and that, in his capacity with the Company, the Executive will have important duties and responsibilities with respect to the Business. The Executive is being employed hereunder in a key capacity with the Company, that the Company is engaged in a highly competitive business, and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive further agrees that reasonable limits may be placed on his ability to compete against the Company as provided herein so as to protect and preserve the legitimate business interests and goodwill of the Company.

6

Section 4.02 Confidentiality and Trade Secrets.

          (a) The Executive acknowledges and agrees that his position as an employee of the Company will afford him a unique opportunity to acquire confidential information concerning the Company and that the misappropriation or disclosure of such confidential information would cause irreparable harm to the Company. The Executive recognizes and agrees that he will have access to certain confidential information of the Company that is not generally available to the public and that such information constitutes valuable, special and unique property of the Company. The Executive acknowledges that such confidential information includes information concerning the Business and the Company including, without limitation, financial information concerning the Business or the Company, the names and addresses of actual and potential customers or acquisition or investment targets of the Business or the Company, studies of prospective market areas for the Business, supply sources, products, technical data, notes, diagrams, drawings, flow charts, ideas, techniques, specifications, procedures, processes, research, development, and trade secrets of the Business and the Company (such information whether related to the Business or the Company being referred to collectively as the “Confidential Information”). Confidential Information shall not include any information or documents (i) that are or become publicly available or otherwise known in the industry without breach of this Section 4.02; or (ii) that the Executive rightfully receives from any third party which is not breaching an obligation of confidence with the Company or without an accompanying obligation of confidence; or (iii) that were known to or by the Executive prior to his appointment with the Company without breach of this Section 4.02. In the event that the Executive is requested in any court or governmental proceeding to disclose any Confidential Information, the Executive shall give the Company prompt notice of such request such that the Company may seek a protective order or other appropriate relief and shall cooperate in all respects with the Company in its efforts in connection therewith.

          (b) The Executive will keep confidential and will not, during his employment and for a period of five (5) years after any termination under this Agreement (whether by expiration or pursuant to Section 5.01 or otherwise), directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorize representatives of the Company or when, in the good faith belief of the Executive, such disclosure is necessary or desirable in the normal course of the Business in order for the Executive to fulfill his duties and responsibilities to the Company as set out in Section 2.02.

          (c) The Executive acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies which the Company may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets or proprietary information, and the enforcement by the Company of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies which they may possess in law or equity absent this Agreement.

          (d) Upon any termination of his employment under this Agreement, the Executive shall surrender to the Company all documents and materials in his possession, custody or control embodying the Confidential Information or any part thereof.

Section 4.03 Proprietary Material.

          (a) The Executive hereby assigns and agrees to assign to the Company all of the Executive’s right, title and interest in and to all information, inventions, discoveries, products, systems, computer or other apparatus programs and related documentation, including improvements or modifications thereto which are directly used or could be used in the Business of the Company, (hereinafter each designated as “Intellectual Property”), whether or not patentable, copyrightable or subject to other forms of protection,

7

made, created, developed, written or conceived by the Executive during the term of Executive’s employment with the Company, whether during or outside regular working hours, either solely or jointly with another person or entity, in whole or in part. Excepted is any material developed in the course of the Executive’s work with the entities listed at Schedule A.

          (b) The Executive acknowledges that the Intellectual Property constitutes the exclusive property of the Company and that any copyrights, patents, trademarks or trade secret rights in the Intellectual Property belong to the Company by operation of law. Such Intellectual Property shall constitute work for hire.

          (c) The Executive shall, without charge to the Company, but at the Company’s expense, execute a specific assignment of title to the Company and do anything else reasonably necessary or desirable to enable the Company to secure a patent, copyright, trademark, or other form of protection for or otherwise exploit any Intellectual Property anywhere in the world.

Section 4.04 Covenant Not to Compete.

          (a) During the period ending on the twelve (12) month anniversary of the Company’s termination of the Executive’s employment for Cause or the Executive’s termination of the Company without Cause, the Executive will not directly or indirectly:

                    (i) Excepting those entities listed at Schedule “A,” engage in, become affiliated with, or become interested in any business that is engaged in a Competing Business, either alone or with any individual, partnership, corporation, or association in any capacity. For these purposes, “to engage,” “become affiliated with” or “become interested in” shall mean either (1) acting in a management or oversight capacity as an officer, director, agent, representative, consultant, independent contractor or employee of any entity or enterprise which is engaged in a Competing Business; (2) participating in any material management or oversight role in any such business which is engaged in a Competing Business as an owner, partner, limited partner, joint venturer, creditor, or stockholder (except as a stockholder owning not greater than a five percent (5%) interest in a corporation whose shares are actively traded on a national securities exchange or in the over-the-counter market); or (3) communicating to any such business, which is engaged in a Competing Business, the names or addresses or any other information concerning any past, present, or identified prospective client, customer, joint venture partner, supplier or acquisition or investment targets of the Company, provided that this provision shall not apply to any information that is not “Confidential Information,” as such term is defined in Section 4.02(a) of this Agreement;

                    (ii) cause, induce, or encourage any employee of the Company to leave the employ of the Company, or any independent contractor to terminate any independent contractor relationship with the Company;

                    (iii) cause, induce, or encourage any former employee of the Company to become employed by a business which is engaged in a Competing Business; or

                    (iv) employ or seek to employ any person who is at that time employed with the Company.

          (b) If the covenant not to compete provided for herein is found by any court having jurisdiction to be too broad or too restrictive, then the covenant not to compete shall nevertheless remain effective, but shall be considered amended to a point considered by said court as reasonable and, as so amended, shall be fully enforceable.

8

Section 4.05 Non-Solicitation and Non-Interference. During the period ending on the twelve (12) month anniversary of the termination of the Executive’s employment with the Company (whether such termination is by the Company or by the Executive), the Executive will not in any way, directly or indirectly, for himself or on behalf of or in conjunction with any other person, partnership, firm, association, or corporation:

                    (i) Solicit or divert away or attempt to solicit or divert any client or customer served or solicited by the Company within the six (6) month period prior to the Executive’s termination or any potential customer of the Company if such potential customer’s business had been actively solicited by the Company within the six (6) month period prior to the Executive’s termination;

                    (ii) Interfere with or attempt to interfere with negotiations between the Company and any acquisition or investment target of the Company; or

                    (iii) Solicit or attempt to solicit any acquisition or investment target which the Company have been in negotiations with during the six (6) month period prior to the Executive’s termination with the Company.

Section 4.06 Remedies. The Executive acknowledges that any violation of this Article IV will cause irreparable harm to the Company and that damages are not an adequate remedy. The Executive therefore agrees that the Company shall be entitled to seek an injunction enjoining, prohibiting and restraining the Executive from the continuance of any such violation, in addition to any monetary damages which might occur by reason of a violation of this Agreement or any other remedies at law or in equity, including without limitation specific performance, and that in any such action the Executive will not raise as a defense the argument that an adequate remedy for such breach exists at law.

Section 4.07 Independent. The covenants set forth in the foregoing Sections of this Article IV are and shall be deemed and construed as separate and independent covenants. Should any part or provision of such covenants be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision thereof. Specifically, and without limiting the generality of the foregoing, if any portion of Sections 4.01, 4.02, 4.03, 4.04 or 4.05 is found to be invalid by a court of competent jurisdiction because its duration, the Territory and/or the Business are invalid or unreasonable in scope, such duration, Territory and/or Business, as the case may be, shall be redefined by consideration of the reasonable concerns and needs of the Company such that the intent of the Company and the Executive, in agreeing to Sections 4.01, 4.02, 4.03, 4.04, 4.05 and 4.06, will not be impaired and shall be enforceable to the fullest extent of the applicable laws.

ARTICLE V
TERMINATION

5.01 Termination. The Executive’s employment by the Company hereunder may be terminated under the following conditions:

          (a) Death. The Executive’s employment hereunder shall terminate immediately upon his death, without notice. The effective date of any such termination shall be the date of the Executive’s death. The Company shall pay to the Executive’s designated beneficiary, or if he leaves no designated beneficiary to his estate, any salary which has been earned but is unpaid and any unreimbursed expenses or other unpaid benefits due the Executive hereunder at the time of his death. The Company shall also pay

9

Severance Compensation and provide Severance Benefits as defined in Section 5.02 hereunder for the Executive’s family or designated beneficiary.

          (b) Disability. In the case of Disability of the Executive, the Company may terminate the Executive’s employment pursuant to this Agreement by giving written notice to the Executive (or his personal or legal representative, as the case may be) specifying such Disability. The effective date of any such termination shall be that specified in such notice. Upon termination of the Executive for Disability, the Executive shall receive the Severance Compensation and shall be entitled to the Severance Benefits as defined in Section 5.02 hereunder.

          (c) Termination for Cause by Company. In the event the Executive is terminated for Cause as defined in Section 1.01(a) herein, the Company may at any time without notice terminate the Executive’s employment hereunder, and the Executive shall have no right to receive any salary, or benefits of any kind whatsoever, except those benefits which are vested or otherwise owned by the Executive, on and after such date of termination. The Executive shall not receive any bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Company for Cause.

          (d) Termination Without Cause by Company. The Company may at any time, upon ninety (90) days written notice issued in accordance with Section 6.07 hereunder which establishes the date of termination of this Agreement, terminate the Executive’s employment under this Agreement without Cause. The issuance of a notice of termination is a condition precedent to the termination of the employment relationship without Cause by the Company, and the Company shall not issue such a notice of termination unless the issuance of such notice and the contents of such notice are approved by the affirmative vote of a majority of the Company’s Board. Upon termination without cause by the Company, the Executive is entitled to receive from the Company any earned but unpaid salary as well as receive from the Company any unreimbursed expenses or other unpaid benefits owed as of the date of termination. Further, in the event of a termination without cause by the Company, the Executive is entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (e) Termination Without Cause by the Executive. The Executive may terminate this Agreement without specific Cause or reason upon ninety (90) days written notice to the Company. The Company may at any time, in its sole discretion, shorten or eliminate the ninety (90) day notice period by written notice to the Executive. The Executive shall receive no further salary, other than amounts earned but unpaid, nor benefits of any kind, other than amounts to which the Executive is entitled to reimbursement and those benefits which are vested or otherwise owned by the Executive, following the ninety (90) day notice period, or such abbreviated period to the extent it is shortened or eliminated by the Company as provided above. The Executive shall not be entitled to bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Executive without Cause. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (f) Termination for Cause by the Executive. The Executive may terminate this Agreement upon ninety (90) days written notice to the Company for Cause. Upon termination at the conclusion of the ninety (90) day period, the Executive is entitled to receive from the Company any earned but unpaid salary and any unreimbursed expenses or other unpaid benefits owed as of the date of termination. The Company may shorten or eliminate the ninety (90) day notice period by providing written notice to the Executive. Further, the Executive shall be entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. An election by the Executive to terminate this Agreement for Cause

10

shall not be deemed a voluntary termination of employment by the Executive for the purpose of this Agreement or any plan or practice of the Company.

Section 5.02 Severance Compensation and Severance Benefits.

          (a) Pursuant to this Agreement, “Severance Compensation” shall mean, within ten (10) calendar days of the date of termination (the Executive’s last day of employment with the Company):

                    (i) a single cash payment in an amount equal to five times the Executive’s prior year’s annual salary or one million ($1,000,000) dollars, whichever is greater;

                    (ii) payment for accrued and unused vacation for the year of termination; and

                    (iii) payment of the Executive’s prorated bonus compensation, if any, pursuant to Section 3.02 of this Agreement, for the year of termination in accordance with the ordinary payment procedures.

          (b) Pursuant to this Agreement, “Severance Benefits” shall mean:

                    (i) to the extent that the Executive is insurable, the Company shall reimburse the Executive the cost of COBRA benefits, including dental but, other than long term disability coverage, for the Executive and his family for a period of eighteen (18) months following the date of termination, subject to any limitation on the provision of such benefits established by then existing law; provided, however, that if the Company is not able to provide coverage under COBRA for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the Company’s cost for such COBRA benefits over such eighteen (18) month period if such benefits had been available for the Executive and his family.

                    (ii) The Company shall pay the premiums for Executive’s group life insurance policy for a period of eighteen (18) months following the date of termination to the extent and as permitted under the terms of such policies; provided, however, that if Company is not able to offer such coverage for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the premium payments that would have otherwise been payable under such policies for Executive for such eighteen (18) month period;

                    (iii) Executive shall have the right to convert any other Company sponsored benefit plan to the extent provided for by the terms of such plan, but the Company shall have no obligation to make payments in connection with any such conversion.

ARTICLE VI
MISCELLANEOUS

6.01 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.

6.02 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the Executive’s employment with the Company and supercedes all prior and contemporaneous, written, oral, express and implied communications, agreements, and understandings between the Parties relating to the same subject matter, including any prior employment agreement between the Executive and Company or any of its affiliates or subsidiaries. In the event that any term, or condition or provision of this Agreement varies from, or is in any way dissimilar to or a conflict with, any term, condition or

11

provision of any of the Company’s benefit plans or any other agreement between the Parties, the terms, conditions and provisions of this Agreement will control.

6.03 Amendments. This Agreement cannot be amended, changed, or supplemented except in writing signed by the parties or their duly authorized agents or attorneys in fact.

6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

6.05 Assignment. This Agreement is nonassignable except that the Company’s rights, duties, and obligations under this Agreement may be assigned and delegated to any subsidiary or affiliate of the Company or to the acquiror of the Company in the event the Company is merged, acquired, sells substantially all of its interest in its assets or the Business or transfers its interest in the Business to any other entity.

6.06 Severability. If any one or more of the provisions of this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not in any way be impaired.

6.07 Notices. All notices, requests, demands, and other communications under or in connection with this Agreement shall be in writing, shall be sent by registered or certified mail return receipt requested, and shall be deemed to have been given or made when received at the following offices:

If to the Company:	VISUAL MANAGEMENT SYSTEMS HOLDING, Inc.
	1000 Industrial Way North, Unit C
	Toms River, NJ 08755; and
	Philip D. Forlenza, Esq.
	Giordano, Halleran & Ciesla, P.C.
	125 Half Mile Road, P.O. Box 190
	Middletown, New Jersey 07748.
If to the Executive:	Caroline Gonzalez
	600 Monroe Avenue
	Whiting, New Jersey 08755;
	David J. Puma, Esq.
	Telsey & Puma, P.A.
	107 W. Broadway
	Salem, NJ 08079-1316

The above addresses may be changed by written notice given as above provided.

6.08 Consent to Jurisdiction. The Company and the Executive, by its or his execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and Federal courts located within the State of New Jersey for the purpose of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that is not subject personally to the jurisdiction of the above-named courts, that its or his property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named

12

court is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise. Each of the Company and the Executive hereby consents to service of process in any such proceeding in any manner permitted by New Jersey law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.07 hereof is reasonably calculated to give actual notice.

6.09 Counterparts. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which will evidence one and the same agreement.

6.10 Pronouns. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires.

{signature page follows}

13

IN WITNESS WHEREOF the parties have executed this Agreement as an instrument under SEAL as of the date first appearing above.

ATTEST:	VISUAL MANAGEMENT SYSTEMS, INC.
	By:
		Name:
		Title:
WITNESS:
	CAROLINE GONZALEZ

{Signature Page for Executive Employment Agreement}

14

SCHEDULE A: LIST OF ENTITIES IN WHICH EXECUTIVE PARTICIPATES

Entity	Executive’s Capacity with Entity	Description of Services
Gonzalez Family Limited Partnership	General Partner	Family Trust and Investment Management

15

SCHEDULE B: BASE SALARY AND SALARY INCREASES

1. Caroline Gonzalez (“Executive”) shall receive a base salary of One Hundred Fifty Thousand Dollars ($150,000.00).

2. The Executive shall receive salary increases as follows:

- Upon reaching annual gross sales equal to or in excess of ten million dollars ($10,000,000.00), Executive’s Salary shall increase to $165,000.00.

- Upon reaching annual gross sales equal to or in excess of twenty million dollars ($20,000,000.00), Executive’s Salary shall increase to $181,500.00.

3. Upon achieving annual gross sales equal to or in excess of twenty-five million dollars ($25,000,000) during any calendar year, Executive’s salary will increase to $200,000 and annually, thereafter, by at lease ten percent (10%) or as otherwise determined appropriate during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.

4. The Executive shall be named in the Company’s Directors and Officers Insurance Policy at no cost to the Executive for an amount of coverage deemed appropriate by the Board and any relevant regulatory agencies, authorities, or generally accepted policies for such coverage.

5. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.

6. Bonuses may be distributed for achievement of revenue targets as set forth in Section 3.04 of this Agreement, the Executive shall be entitled to receive a bonus as set forth in the table below:

Revenue Plateau	Bonus Amount	Payable As
1.25mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
2.50mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
5.00mm Net annual revenue	$25,000	Payable in two equal parts, the first being a one-time cash bonus due within 10 business days of the transaction’s closing, the second part being the cashless exercise and redemption of options for the equivalent amount of shares of the common stock of the company on the next exercise date.
7.500mm Net annual revenue	$37,500
10.00mm Net annual revenue	$50,000

16

EX-10.8

EXHIBIT 10.8

VISUAL MANAGEMENT SYSTEMS
EXECUTIVE EMPLOYMENT AGREEMENT

          This Employment Agreement (the “Agreement”) is entered into as of this 2nd day of January, 2007 by and between VISUAL MANAGEMENT SYSTEMS HOLDING, INC., a New Jersey corporation which maintains its principal executive offices at 1000 Industrial Way North, Suite C, Toms River, New Jersey 08755 (the “Company”), and Jonathan Bergman (the “Executive”), an individual residing at 192 Muskflower Court, Toms River, New Jersey 08753. Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party”.

WITNESSETH:

          WHEREAS, the Company is engaged in providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) to Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses (collectively “the customers”) primarily located in, but not limited to the continental United States Markets and environments; and

          WHEREAS, the Executive has extensive prior and current experience in the operations of the Company planning, developing, deploying, selling and maintaining digital surveillance systems, and additional prior experience in sales, and operations management with profit and loss responsibility and personnel oversight; and

          WHEREAS, the Company desires to provide for the employment of the Executive as Vice President and Chief Sales and Marketing Officer pursuant to the terms and conditions of this Agreement since the Company believes that the Executive’s business experience, skill, and expertise will enhance the business and improve the profitability of the Company; and

          WHEREAS, the Company’s Board of Directors (“Board”) has determined that it is in the best interest of the Company to provide for the employment of the Executive as Vice President and Chief Sales and Marketing Officer and believes that this Agreement will reinforce and encourage the attention and dedication of the Executive to the Company as a key member of the Company’s management team; and

          WHEREAS, the Executive is willing to commit himself to faithfully and exclusively serve the Company on the terms and conditions provided herein;

          NOW, THEREFORE, in consideration of the representations, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

1

ARTICLE I
DEFINITIONS

          As used in this Agreement, the following terms shall have the following meanings unless the context specifically requires otherwise:

1.01 “Cause” shall mean any of the following:

          (a) With respect to the Company’s termination of the Executive:

                    (1) the final unappealable conviction of the Executive of a felony under any state or federal law, or the entry of a plea of guilty or no contest by the Executive with respect thereto;

                    (2) any failure or refusal by the Executive to fulfill, in any material respect, his duties and responsibilities (other than by reason of death or Disability, as defined below) as set forth in Section 2.02 of this Agreement for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, failure to achieve performance goals or earnings targets or any act or failure or refusal to act on the Executive’s part shall not be a reason for termination for Cause if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (3) any failure or refusal of the Executive to adhere to any established lawful policy of the Company for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, no act or failure or refusal to act on the Executive’s part shall be a reason for termination for Cause under if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (4) the final unappealable conviction or civil judgment against the Executive for any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company; or

                    (5) any final unappealable determination by a court of competent jurisdiction of material breach by the Executive of his obligations under Article IV of this Agreement.

          (b) With respect to the Executive’s right to terminate this Agreement:

                    (1) the Company or the Board fails to re-elect the Executive, without Executive’s prior consent in any or each instance, as Vice President, and/or Chief Sales and Marketing Officer during the term of this Agreement;

2

                    (2) the Company or its Board of Directors, without Executive’s prior consent, Demotes the Executive in any or each instance as Vice President and/or Chief Sales and Marketing Officer;

                    (3) the Company breaches any material covenant under this Agreement and such breach is not cured within sixty (60) days of receipt of Executive’s written notice of such breach;

                    (4) this Agreement is assigned or delegated by the Company to any other person or entity without Executive’s prior consent or the Company is acquired or merged with any other entity; or

                    (5) a change of the principal place of performance (as set forth in Section 2.02(c) below) of more than 30 miles without Executive’s consent.

1.02 “Business” shall mean (a) the Company’s present business which consists of providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) its customers.

1.03 “Competing Business” shall mean any business providing the same or similar mix of products, processes or services within the Territory.

1.04 “Confidential Information” shall have a meaning as set forth in Section 4.02 of this Agreement.

1.05 “Demote/Demotion” shall mean a material change in the nature or scope of the authorities, powers, functions or duties of the Executive, whether associated with the title of Vice President and/or Chief Sales and Marketing Officer or another title.

1.06 “Disability” shall mean the Executive’s inability to perform his duties, obligations and responsibilities under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

1.07 “Intellectual Property” shall have a meaning as set forth in Section 4.03 of this Agreement.

1.08 “Severance Benefits” shall have a meaning as set forth in Section 5.02(b) of this Agreement.

1.09 “Severance Compensation” shall have a meaning as set forth in Section 5.02(a) of this Agreement.

1.10 “Territory” shall mean Tier I/Tier II United States Markets and environments in which the Company conducts business, or actively prepares to conduct business at any time during the covenant period provided in Article IV of this Agreement.

1.11 “Tier I United States Markets” shall mean the top twenty (20) Metropolitan Statistical Areas by business population density and growth.

1.12 “Tier II United States Markets” shall mean the second twenty (20) Metropolitan Statistical Areas by business population density and growth.

3

1.13 “The Customers” shall mean Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses that the Company provides business or business services to.

ARTICLE II
EMPLOYMENT

Section 2.01 Term. The term of the Executive’s employment shall be for a period of three (3) years commencing on the date of this Agreement, unless earlier terminated pursuant to Section 5.01 hereof. This Agreement shall automatically renew for successive periods of one (1) year thereafter unless either Party gives written notice of its intent not to renew at least sixty (60) days prior to the expiration of any term.

Section 2.02 Powers, Duties and Responsibilities.

          (a) For the term of this Agreement, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, to render exclusive service as Vice President and/or Chief Sales and Marketing Officer, with such powers, duties, and responsibilities consistent with the position of Vice President and/or Chief Sales and Marketing Officer as provided for in the Company’s By-laws and as otherwise the Board may determine from time to time. The Executive agrees to devote his full working time to the Company and to diligently perform all duties to the best of his ability, pursuant to the policies and regulations of the Company, and shall use his best efforts to promote the success of the present and future businesses of the Company. The Executive shall be responsible for each facet of the Company’s business operations. The Executive shall report directly to the Company’s President.

          (b) During the term of this Agreement, except for his participation and interest in the entities listed on Schedule “A” attached hereto, the Executive shall not, directly or indirectly, alone or as a member of any partnership or joint venture, or as an Executive, officer or director of, or a consultant to, any other corporation or business organization, be engaged in any other business activity or occupation, whether or not such other business activity is pursued for gain, profit or pecuniary advantage, unless approved by the Board. The Executive agrees that he will not be involved in any activity outside of the business of the Company that would interfere with the performance of his duties hereunder or any activity that would be inimical to or contrary to the best interests of the Company. Further, the Executive shall, as an investor, have the right to acquire, sell or hold the stock or other investment securities of (a) any business entity, other than the Company, that is registered on a national securities exchange or regularly traded on a generally recognized over-the-counter market, so long as the Executive’s beneficial interest in any such business entity does not exceed five percent (5%) of the ownership of that business entity, and (b) the entities listed on the attached Schedule “A.”

          (c) Executive’s principal place of performance shall be in Toms River, New Jersey. Executive shall be required at times to reasonably travel as part of his duties hereunder.

4

ARTICLE III

COMPENSATION AND BENEFITS

Section 3.01 Base Salary. The Executive will receive a base salary from the Company as set forth in Schedule “B” attached to this Agreement, for his services under this Agreement, payable in accordance with the Company’s payroll activities.

Section 3.02 Salary Increases. The Executive shall receive salary increases from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.03 Bonus Compensation. The Executive shall be eligible to receive an annual incentive bonus comprised of cash, stock and/or stock options in an amount as determined by the Board in its sole and absolute discretion.

Section 3.04 Revenue Performance Bonus. The Executive shall receive bonuses from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.05 Benefits. The Executive will, at all times during his employment with the Company, be entitled to participate in all benefits maintained by the Company for senior level executives of the Company, including, but not limited to, participation in the Company’s Equity Incentive Plan (a copy of which has been furnished to the Executive), as determined by the Company’s Board. Except as provided herein or required by the terms of a Company sponsored benefit plan, nothing paid to the Executive under any such plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement.

Section 3.06 Additional Insurance. The Executive may, be provided with additional insurance policies as set forth in Schedule “B” attached to this Agreement. Any costs incurred by the company to obtain such coverage on behalf of the Executive shall not be deemed to be in lieu of the Executive’s salary or any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement

Section 3.07 Vacation. The Executive shall be entitled to twenty (20) workdays of vacation with pay during each twelve-month period of employment under this Agreement. The Executive shall not be entitled to receive any compensation in lieu of such vacation days, whether or not used during the applicable periods.

Section 3.08 Holidays. The Executive shall be entitled to all paid holidays given by the Company to its Executives.

Section 3.09 Professional Enrichment. The Executive shall be granted up to ten (10) days during each twelve-month period of employment under this Agreement for the purpose of professional enrichment. Such shall include attendance as a guest and speaker at seminars and symposiums, and providing consulting and advice to private entities not in competition with the Company. The Executive shall provide the Company reasonable notice prior to the Executive’s utilization of a professional enrichment day. Executive shall be responsible for any expenses related to his professional enrichment activities, excluding professional enrichment activities with respect to Company related training or education. The Executive shall not be entitled to receive any compensation in lieu of such days, whether

5

or not used during the applicable period. The Executive shall not be entitled to carryover any professional enrichment days from year to year. Upon the Board’s reasonable request, Executive shall provide the Board proof of any attendance at professional enrichment activities or functions.

Section 3.10 Perquisites.

          (a) Automobile Expenses. During the term of this Agreement, the Executive will be entitled to and the Company shall provide a monthly automobile allowance of Five Hundred Dollars ($500.00) to be applied towards the purchase or lease of an automobile suitable to the Executive’s position with the Company. The Company shall reimburse the Executive for all expenses related to fuel, oil, tolls, maintenance and repairs for any such automobile.

          (b) Computer Allowance. During the term of this Agreement, the Executive will be entitled to be provided, at the Company’s expense, a laptop computer and home computer of his choice which is suitable to the Executive’s position and consistent with the forward thinking attitude of the company. Upon any upgrade or replacement of any computer, Executive shall return to the Company the computer previously purchased with the allowance. Upon termination of the Executive, all computers purchased with the allowance shall be returned to the Company.

          (c) Legal Expenses. In the event that the Executive is required to institute legal proceedings against the Company to enforce this Agreement, or any term or provision thereof, the Company shall pay, either directly or by reimbursement to the Executive, all legal fees and costs incurred or expended by the Executive if the Executive’s action results in a judgment in favor of the Executive against the Company. The Company shall also reimburse the Executive for all costs related to negotiation of this Agreement, including legal fees.

          (c) Other. The Executive shall be entitled to receive any perquisites available, or hereafter made available, to senior level executives of the Company.

ARTICLE IV
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION

Section 4.01 Scope and Reasonableness. The Executive acknowledges that the Company has a present and future expectation of conducting operations and generating revenues and that, in his capacity with the Company, the Executive will have important duties and responsibilities with respect to the Business. The Executive is being employed hereunder in a key capacity with the Company, that the Company is engaged in a highly competitive business, and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive further agrees that reasonable limits may be placed on his ability to compete against the Company as provided herein so as to protect and preserve the legitimate business interests and goodwill of the Company.

6

Section 4.02 Confidentiality and Trade Secrets.

          (a) The Executive acknowledges and agrees that his position as an employee of the Company will afford him a unique opportunity to acquire confidential information concerning the Company and that the misappropriation or disclosure of such confidential information would cause irreparable harm to the Company. The Executive recognizes and agrees that he will have access to certain confidential information of the Company that is not generally available to the public and that such information constitutes valuable, special and unique property of the Company. The Executive acknowledges that such confidential information includes information concerning the Business and the Company including, without limitation, financial information concerning the Business or the Company, the names and addresses of actual and potential customers or acquisition or investment targets of the Business or the Company, studies of prospective market areas for the Business, supply sources, products, technical data, notes, diagrams, drawings, flow charts, ideas, techniques, specifications, procedures, processes, research, development, and trade secrets of the Business and the Company (such information whether related to the Business or the Company being referred to collectively as the “Confidential Information”). Confidential Information shall not include any information or documents (i) that are or become publicly available or otherwise known in the industry without breach of this Section 4.02; or (ii) that the Executive rightfully receives from any third party which is not breaching an obligation of confidence with the Company or without an accompanying obligation of confidence; or (iii) that were known to or by the Executive prior to his appointment with the Company without breach of this Section 4.02. In the event that the Executive is requested in any court or governmental proceeding to disclose any Confidential Information, the Executive shall give the Company prompt notice of such request such that the Company may seek a protective order or other appropriate relief and shall cooperate in all respects with the Company in its efforts in connection therewith.

          (b) The Executive will keep confidential and will not, during his employment and for a period of five (5) years after any termination under this Agreement (whether by expiration or pursuant to Section 5.01 or otherwise), directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorize representatives of the Company or when, in the good faith belief of the Executive, such disclosure is necessary or desirable in the normal course of the Business in order for the Executive to fulfill his duties and responsibilities to the Company as set out in Section 2.02.

          (c) The Executive acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies which the Company may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets or proprietary information, and the enforcement by the Company of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies which they may possess in law or equity absent this Agreement.

          (d) Upon any termination of his employment under this Agreement, the Executive shall surrender to the Company all documents and materials in his possession, custody or control embodying the Confidential Information or any part thereof.

Section 4.03 Proprietary Material.

          (a) The Executive hereby assigns and agrees to assign to the Company all of the Executive’s right, title and interest in and to all information, inventions, discoveries, products, systems, computer or other apparatus programs and related documentation, including improvements or modifications thereto which are directly used or could be used in the Business of the Company, (hereinafter each designated as “Intellectual Property”), whether or not patentable, copyrightable or subject to other forms of protection,

7

made, created, developed, written or conceived by the Executive during the term of Executive’s employment with the Company, whether during or outside regular working hours, either solely or jointly with another person or entity, in whole or in part. Excepted is any material developed in the course of the Executive’s work with the entities listed at Schedule A.

          (b) The Executive acknowledges that the Intellectual Property constitutes the exclusive property of the Company and that any copyrights, patents, trademarks or trade secret rights in the Intellectual Property belong to the Company by operation of law. Such Intellectual Property shall constitute work for hire.

          (c) The Executive shall, without charge to the Company, but at the Company’s expense, execute a specific assignment of title to the Company and do anything else reasonably necessary or desirable to enable the Company to secure a patent, copyright, trademark, or other form of protection for or otherwise exploit any Intellectual Property anywhere in the world.

Section 4.04 Covenant Not to Compete.

          (a) During the period ending on the twelve (12) month anniversary of the Company’s termination of the Executive’s employment for Cause or the Executive’s termination of the Company without Cause, the Executive will not directly or indirectly:

                     (i) Excepting those entities listed at Schedule “A,” engage in, become affiliated with, or become interested in any business that is engaged in a Competing Business, either alone or with any individual, partnership, corporation, or association in any capacity. For these purposes, “to engage,” “become affiliated with” or “become interested in” shall mean either (1) acting in a management or oversight capacity as an officer, director, agent, representative, consultant, independent contractor or employee of any entity or enterprise which is engaged in a Competing Business; (2) participating in any material management or oversight role in any such business which is engaged in a Competing Business as an owner, partner, limited partner, joint venturer, creditor, or stockholder (except as a stockholder owning not greater than a five percent (5%) interest in a corporation whose shares are actively traded on a national securities exchange or in the over-the-counter market); or (3) communicating to any such business, which is engaged in a Competing Business, the names or addresses or any other information concerning any past, present, or identified prospective client, customer, joint venture partner, supplier or acquisition or investment targets of the Company, provided that this provision shall not apply to any information that is not “Confidential Information,” as such term is defined in Section 4.02(a) of this Agreement;

                    (ii) cause, induce, or encourage any employee of the Company to leave the employ of the Company, or any independent contractor to terminate any independent contractor relationship with the Company;

                    (iii) cause, induce, or encourage any former employee of the Company to become employed by a business which is engaged in a Competing Business; or

                    (iv) employ or seek to employ any person who is at that time employed with the Company.

          (b) If the covenant not to compete provided for herein is found by any court having jurisdiction to be too broad or too restrictive, then the covenant not to compete shall nevertheless remain effective, but shall be considered amended to a point considered by said court as reasonable and, as so amended, shall be fully enforceable.

8

Section 4.05 Non-Solicitation and Non-Interference. During the period ending on the twelve month (12) anniversary of the termination of the Executive’s employment with the Company (whether such termination is by the Company or by the Executive), the Executive will not in any way, directly or indirectly, for himself or on behalf of or in conjunction with any other person, partnership, firm, association, or corporation:

                    (i) Solicit or divert away or attempt to solicit or divert any client or customer served or solicited by the Company within the six (6) month period prior to the Executive’s termination or any potential customer of the Company if such potential customer’s business had been actively solicited by the Company within the six (6) month period prior to the Executive’s termination;

                    (ii) Interfere with or attempt to interfere with negotiations between the Company and any acquisition or investment target of the Company; or

                    (iii) Solicit or attempt to solicit any acquisition or investment target which the Company have been in negotiations with during the six (6) month period prior to the Executive’s termination with the Company.

Section 4.06 Remedies. The Executive acknowledges that any violation of this Article IV will cause irreparable harm to the Company and that damages are not an adequate remedy. The Executive therefore agrees that the Company shall be entitled to seek an injunction enjoining, prohibiting and restraining the Executive from the continuance of any such violation, in addition to any monetary damages which might occur by reason of a violation of this Agreement or any other remedies at law or in equity, including without limitation specific performance, and that in any such action the Executive will not raise as a defense the argument that an adequate remedy for such breach exists at law.

Section 4.07 Independent. The covenants set forth in the foregoing Sections of this Article IV are and shall be deemed and construed as separate and independent covenants. Should any part or provision of such covenants be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision thereof. Specifically, and without limiting the generality of the foregoing, if any portion of Sections 4.01, 4.02, 4.03, 4.04 or 4.05 is found to be invalid by a court of competent jurisdiction because its duration, the Territory and/or the Business are invalid or unreasonable in scope, such duration, Territory and/or Business, as the case may be, shall be redefined by consideration of the reasonable concerns and needs of the Company such that the intent of the Company and the Executive, in agreeing to Sections 4.01, 4.02, 4.03, 4.04, 4.05 and 4.06, will not be impaired and shall be enforceable to the fullest extent of the applicable laws.

ARTICLE V
TERMINATION

5.01 Termination. The Executive’s employment by the Company hereunder may be terminated under the following conditions:

          (a) Death. The Executive’s employment hereunder shall terminate immediately upon his death, without notice. The effective date of any such termination shall be the date of the Executive’s death. The Company shall pay to the Executive’s designated beneficiary, or if he leaves no designated beneficiary to his estate, any salary which has been earned but is unpaid and any unreimbursed expenses or other unpaid benefits due the Executive hereunder at the time of his death. The Company shall also pay

9

Severance Compensation and provide Severance Benefits as defined in Section 5.02 hereunder for the Executive’s family or designated beneficiary.

          (b) Disability. In the case of Disability of the Executive, the Company may terminate the Executive’s employment pursuant to this Agreement by giving written notice to the Executive (or his personal or legal representative, as the case may be) specifying such Disability. The effective date of any such termination shall be that specified in such notice. Upon termination of the Executive for Disability, the Executive shall receive the Severance Compensation and shall be entitled to the Severance Benefits as defined in Section 5.02 hereunder.

          (c) Termination for Cause by Company. In the event the Executive is terminated for Cause as defined in Section 1.01(a) herein, the Company may at any time without notice terminate the Executive’s employment hereunder, and the Executive shall have no right to receive any salary, or benefits of any kind whatsoever, except those benefits which are vested or otherwise owned by the Executive, on and after such date of termination. The Executive shall not receive any bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Company for Cause.

          (d) Termination Without Cause by Company. The Company may at any time, upon ninety (90) days written notice issued in accordance with Section 6.07 hereunder which establishes the date of termination of this Agreement, terminate the Executive’s employment under this Agreement without Cause. The issuance of a notice of termination is a condition precedent to the termination of the employment relationship without Cause by the Company, and the Company shall not issue such a notice of termination unless the issuance of such notice and the contents of such notice are approved by the affirmative vote of a majority of the Company’s Board. Upon termination without cause by the Company, the Executive is entitled to receive from the Company any earned but unpaid salary as well as receive from the Company any unreimbursed expenses or other unpaid benefits owed as of the date of termination. Further, in the event of a termination without cause by the Company, the Executive is entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (e) Termination Without Cause by the Executive. The Executive may terminate this Agreement without specific Cause or reason upon ninety (90) days written notice to the Company. The Company may at any time, in its sole discretion, shorten or eliminate the ninety (90) day notice period by written notice to the Executive. The Executive shall receive no further salary, other than amounts earned but unpaid, nor benefits of any kind, other than amounts to which the Executive is entitled to reimbursement and those benefits which are vested or otherwise owned by the Executive, following the ninety (90) day notice period, or such abbreviated period to the extent it is shortened or eliminated by the Company as provided above. The Executive shall not be entitled to bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Executive without Cause. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (f) Termination for Cause by the Executive. The Executive may terminate this Agreement upon ninety (90) days written notice to the Company for Cause. Upon termination at the conclusion of the ninety (90) day period, the Executive is entitled to receive from the Company any earned but unpaid salary and any unreimbursed expenses or other unpaid benefits owed as of the date of termination. The Company may shorten or eliminate the ninety (90) day notice period by providing written notice to the Executive. Further, the Executive shall be entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. An election by the Executive to terminate this Agreement for Cause

10

shall not be deemed a voluntary termination of employment by the Executive for the purpose of this Agreement or any plan or practice of the Company.

Section 5.02 Severance Compensation and Severance Benefits.

          (a) Pursuant to this Agreement, “Severance Compensation” shall mean, within ten (10) calendar days of the date of termination (the Executive’s last day of employment with the Company):

                    (i) a single cash payment in an amount equal to two times the Executive’s prior year’s annual salary or three hundred thousand ($300,000) dollars, whichever is greater;

                    (ii) payment for accrued and unused vacation for the year of termination; and

                    (iii) payment of the Executive’s prorated bonus compensation, if any, pursuant to Section 3.02 of this Agreement, for the year of termination in accordance with the ordinary payment procedures.

          (b) Pursuant to this Agreement, “Severance Benefits” shall mean:

                    (i) to the extent that the Executive is insurable, the Company shall reimburse the Executive the cost of COBRA benefits, including dental but, other than long term disability coverage, for the Executive and his family for a period of eighteen (18) months following the date of termination, subject to any limitation on the provision of such benefits established by then existing law; provided, however, that if the Company is not able to provide coverage under COBRA for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the Company’s cost for such COBRA benefits over such eighteen (18) month period if such benefits had been available for the Executive and his family.

                    (ii) The Company shall pay the premiums for Executive’s group life insurance policy for a period of eighteen (18) months following the date of termination to the extent and as permitted under the terms of such policies; provided, however, that if Company is not able to offer such coverage for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the premium payments that would have otherwise been payable under such policies for Executive for such eighteen (18) month period;

                    (iii) Executive shall have the right to convert any other Company sponsored benefit plan to the extent provided for by the terms of such plan, but the Company shall have no obligation to make payments in connection with any such conversion.

ARTICLE VI
MISCELLANEOUS

6.01 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.

6.02 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the Executive’s employment with the Company and supercedes all prior and contemporaneous, written, oral, express and implied communications, agreements, and understandings between the Parties relating to the same subject matter, including any prior employment agreement between the Executive and Company or any of its affiliates or subsidiaries. In the event that any term, or condition or provision of this Agreement varies from, or is in any way dissimilar to or a conflict with, any term, condition or

11

provision of any of the Company’s benefit plans or any other agreement between the Parties, the terms, conditions and provisions of this Agreement will control.

6.03 Amendments. This Agreement cannot be amended, changed, or supplemented except in writing signed by the parties or their duly authorized agents or attorneys in fact.

6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

6.05 Assignment. This Agreement is nonassignable except that the Company’s rights, duties, and obligations under this Agreement may be assigned and delegated to any subsidiary or affiliate of the Company or to the acquiror of the Company in the event the Company is merged, acquired, sells substantially all of its interest in its assets or the Business or transfers its interest in the Business to any other entity.

6.06 Severability. If any one or more of the provisions of this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not in any way be impaired.

6.07 Notices. All notices, requests, demands, and other communications under or in connection with this Agreement shall be in writing, shall be sent by registered or certified mail return receipt requested, and shall be deemed to have been given or made when received at the following offices:

If to the Company:	VISUAL MANAGEMENT SYSTEMS HOLDING, Inc.
	1000 Industrial Way North, Unit C
	Toms River, NJ 08755; and
	Philip D. Forlenza, Esq.
	Giordano, Halleran & Ciesla, P.C.
	125 Half Mile Road, P.O. Box 190
	Middletown, New Jersey 07748.
If to the Executive:	Jonathan Bergman
	192 Muskflower Court
	Toms River, New Jersey 08753;
	________________________
	________________________
	________________________
	________________________

The above addresses may be changed by written notice given as above provided.

6.08 Consent to Jurisdiction. The Company and the Executive, by its or his execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and Federal courts located within the State of New Jersey for the purpose of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that is not subject personally to the jurisdiction of the above-named courts, that its or his property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named

12

court is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise. Each of the Company and the Executive hereby consents to service of process in any such proceeding in any manner permitted by New Jersey law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.07 hereof is reasonably calculated to give actual notice.

6.09 Counterparts. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which will evidence one and the same agreement.

6.10 Pronouns. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires.

{signature page follows}

13

IN WITNESS WHEREOF the parties have executed this Agreement as an instrument under SEAL as of the date first appearing above.

ATTEST:	VISUAL MANAGEMENT SYSTEMS, INC.
	By:
		Name:
		Title:
WITNESS:
	JONATHAN BERGMAN

{Signature Page for Executive Employment Agreement}

14

SCHEDULE A: LIST OF ENTITIES IN WHICH EXECUTIVE PARTICIPATES

Entity Executive’s Capacity with Entity Description of Services

15

SCHEDULE B: BASE SALARY AND SALARY INCREASES

1. Jonathan Bergman (“Executive”) shall receive a base salary of One Hundred Forty Four Thousand Dollars ($144,000.00).

2.The Executive shall receive salary increases as follows:

- Upon reaching annual gross sales equal to or in excess of ten million dollars ($10,000,000.00), Executive’s Salary shall increase to $158,400.00.

- Upon reaching annual gross sales equal to or in excess of twenty million dollars ($20,000,000.00), Executive’s Salary shall increase to $174,240.00.

3. Upon achieving annual gross sales equal to or in excess of twenty-five million dollars ($25,000,000) during any calendar year, Executive’s salary will increase to $195,000 and annually, thereafter, by at lease ten percent (10%) or as otherwise determined appropriate during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.

4. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.

5. Bonuses may be distributed for achievement of revenue targets as set forth in Section 3.04 of this Agreement, the Executive shall be entitled to receive a bonus as set forth in the table below:

Revenue Plateau	Bonus Amount	Payable As
1.25mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
2.50mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
5.00mm Net annual revenue	$25,000	Payable in two equal parts, the first being a one-time cash bonus due within 10 business days of the transaction’s closing, the second part being the cashless exercise and redemption of options for the equivalent amount of shares of the common stock of the company on the next exercise date.
7.500mm Net annual revenue	$37,500
10.00mm Net annual revenue	$50,000

16

EX-10.9

EXHIBIT 10.9

VISUAL MANAGEMENT SYSTEMS
EXECUTIVE EMPLOYMENT AGREEMENT

          This Employment Agreement (the “Agreement”) is entered into as of this 2nd day of January, 2007 by and between VISUAL MANAGEMENT SYSTEMS HOLDING, INC., a New Jersey corporation which maintains its principal executive offices at 1000 Industrial Way North, Suite C, Toms River, New Jersey 08755 (the “Company”), and Kevin Sangirardi (the “Executive”), an individual residing at 6 Kental Lane, Nesconset, New York 11767. Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party”.

W I T N E S S E T H:

          WHEREAS, the Company is engaged in providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) to Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses (collectively “the customers”) primarily located in, but not limited to the continental United States Markets and environments; and

          WHEREAS, the Executive has extensive prior and current experience in operating the Company including planning, developing, deploying and maintaining digital surveillance systems, and additional prior experience in low voltage electrical installation management, Digital Video Recorder assembly, burglar alarm installation in commercial and residential markets and carries appropriate licenses and certificates to continue to conduct such business; and

          WHEREAS, the Company desires to provide for the employment of the Executive as Vice President and Chief Operating Officer pursuant to the terms and conditions of this Agreement since the Company believes that the Executive’s business experience, skill, and expertise will enhance the business and improve the profitability of the Company; and

          WHEREAS, the Company’s Board of Directors (“Board”) has determined that it is in the best interest of the Company to provide for the employment of the Executive as Vice President and Chief Operating Officer and believes that this Agreement will reinforce and encourage the attention and dedication of the Executive to the Company as a key member of the Company’s management team; and

          WHEREAS, the Executive is willing to commit himself to faithfully and exclusively serve the Company on the terms and conditions provided herein;

          NOW, THEREFORE, in consideration of the representations, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

1

ARTICLE I
DEFINITIONS

          As used in this Agreement, the following terms shall have the following meanings unless the context specifically requires otherwise:

1.01 “Cause” shall mean any of the following:

(a) With respect to the Company’s termination of the Executive:

                    (1) the final unappealable conviction of the Executive of a felony under any state or federal law, or the entry of a plea of guilty or no contest by the Executive with respect thereto;

                    (2) any failure or refusal by the Executive to fulfill, in any material respect, his duties and responsibilities (other than by reason of death or Disability, as defined below) as set forth in Section 2.02 of this Agreement for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, failure to achieve performance goals or earnings targets or any act or failure or refusal to act on the Executive’s part shall not be a reason for termination for Cause if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (3) any failure or refusal of the Executive to adhere to any established lawful policy of the Company for a period of sixty (60) days after receipt of written notice of such failure or refusal from the Company to the Executive; provided, however, that such notice shall contain a detailed description of the particular conduct or omission of the Executive that the Company alleges constitutes such failure or refusal, together with a detailed description of the particular conduct or omission which the Company directs the Executive to undertake in order to cure such failure or refusal; however, no act or failure or refusal to act on the Executive’s part shall be a reason for termination for Cause under if the act done or omitted to be done was pursuant to any express policy of the Company, or pursuant to the express direction of the Board, or pursuant to a good faith and reasonable business decision by the Executive in the performance of his duties under this Agreement.

                    (4) the final unappealable conviction or civil judgment against the Executive for any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company; or

                    (5) any final unappealable determination by a court of competent jurisdiction of material breach by the Executive of his obligations under Article IV of this Agreement.

          (b) With respect to the Executive’s right to terminate this Agreement:

                    (1) the Company or the Board fails to re-elect the Executive, without Executive’s prior consent in any or each instance, as Vice President, and/or Chief Operating Officer during the term of this Agreement;

2

                    (2) the Company or its Board of Directors, without Executive’s prior consent, Demotes the Executive in any or each instance as Vice President and/or Chief Operating Officer;

                    (3) the Company breaches any material covenant under this Agreement and such breach is not cured within sixty (60) days of receipt of Executive’s written notice of such breach;

                    (4) this Agreement is assigned or delegated by the Company to any other person or entity without Executive’s prior consent or the Company is acquired or merged with any other entity; or

                    (5) a change of the principal place of performance (as set forth in Section 2.02(c) below) of more than 30 miles without Executive’s consent.

1.02 “Business” shall mean (a) the Company’s present business, which consists of providing a mix of products and services consisting primarily of, but not limited to, the sales, installation, manufacturing, assembly, and design consultation of Closed Circuit Television (“CCTV”) systems with Digital Video Recorders (“DVRs”) and Charged Couple Device Surveillance Cameras (“CCD Cameras” or “cameras”) its customers.

1.03 “Competing Business” shall mean any business providing the same or similar mix of products, processes or services within the Territory.

1.04 “Confidential Information” shall have a meaning as set forth in Section 4.02 of this Agreement.

1.05 “Demote/Demotion” shall mean a material change in the nature or scope of the authorities, powers, functions or duties of the Executive, whether associated with the title of Vice President and/or Chief Operating Officer or another title.

1.06 “Disability” shall mean the Executive’s inability to perform his duties, obligations and responsibilities under this Agreement by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

1.07 “Intellectual Property” shall have a meaning as set forth in Section 4.03 of this Agreement.

1.08 “Severance Benefits” shall have a meaning as set forth in Section 5.02(b) of this Agreement.

1.09 “Severance Compensation” shall have a meaning as set forth in Section 5.02(a) of this Agreement.

1.10 “Territory” shall mean Tier I/Tier II United States Markets and environments in which the Company conducts business, or actively prepares to conduct business at any time during the covenant period provided in Article IV of this Agreement.

1.11 “Tier I United States Markets” shall mean the top twenty (20) Metropolitan Statistical Areas by business population density and growth.

1.12 “Tier II United States Markets” shall mean the second twenty (20) Metropolitan Statistical Areas by business population density and growth.

3

1.13 “The Customers” shall mean Small-Medium Business Enterprises (“SMEs”), Government, Municipal, not-for-profit organizations, and other commercial enterprises, organizations, associations or businesses that the Company provides business or business services to.

ARTICLE II
EMPLOYMENT

Section 2.01 Term. The term of the Executive’s employment shall be for a period of three (3) years commencing on the date of this Agreement, unless earlier terminated pursuant to Section 5.01 hereof. This Agreement shall automatically renew for successive periods of one (1) year thereafter unless either Party gives written notice of its intent not to renew at least sixty (60) days prior to the expiration of any term.

Section 2.02 Powers, Duties and Responsibilities.

          (a) For the term of this Agreement, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, to render exclusive service as Vice President and/or Chief Operating Officer, with such powers, duties, and responsibilities consistent with the position of Vice President and/or Chief Operating Officer as provided for in the Company’s By-laws and as otherwise the Board may determine from time to time. The Executive agrees to devote his full working time to the Company and to diligently perform all duties to the best of his ability, pursuant to the policies and regulations of the Company, and shall use his best efforts to promote the success of the present and future businesses of the Company. The Executive shall be responsible for each facet of the Company’s business Operating. The Executive shall report directly to the Company’s President.

          (b) During the term of this Agreement, except for his participation and interest in the entities listed on Schedule “A” attached hereto, the Executive shall not, directly or indirectly, alone or as a member of any partnership or joint venture, or as an Executive, officer or director of, or a consultant to, any other corporation or business organization, be engaged in any other business activity or occupation, whether or not such other business activity is pursued for gain, profit or pecuniary advantage, unless approved by the Board. The Executive agrees that he will not be involved in any activity outside of the business of the Company that would interfere with the performance of his duties hereunder or any activity that would be inimical to or contrary to the best interests of the Company. Further, the Executive shall, as an investor, have the right to acquire, sell or hold the stock or other investment securities of (a) any business entity, other than the Company, that is registered on a national securities exchange or regularly traded on a generally recognized over-the-counter market, so long as the Executive’s beneficial interest in any such business entity does not exceed five percent (5%) of the ownership of that business entity, and (b) the entities listed on the attached Schedule “A.”

          (c) Executive’s principal place of performance shall be in Toms River, New Jersey. Executive shall be required at times to reasonably travel as part of his duties hereunder.

4

ARTICLE III
COMPENSATION AND BENEFITS

Section 3.01 Base Salary. The Executive will receive a base salary from the Company as set forth in Schedule “B” attached to this Agreement, for his services under this Agreement, payable in accordance with the Company’s payroll activities.

Section 3.02 Salary Increases. The Executive shall receive salary increases from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.03 Bonus Compensation. The Executive shall be eligible to receive an annual incentive bonus comprised of cash, stock and/or stock options in an amount as determined by the Board in its sole and absolute discretion.

Section 3.04 Revenue Performance Bonus. The Executive shall receive bonuses from the Company as set forth in Schedule “B” attached to this Agreement. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion.

Section 3.05 Benefits. The Executive will, at all times during his employment with the Company, be entitled to participate in all benefits maintained by the Company for senior level executives of the Company, including, but not limited to, participation in the Company’s Equity Incentive Plan (a copy of which has been furnished to the Executive), as determined by the Company’s Board. Except as provided herein or required by the terms of a Company sponsored benefit plan, nothing paid to the Executive under any such plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement.

Section 3.06 Additional Insurance. The Executive may, be provided with additional insurance policies as set forth in Schedule “B” attached to this Agreement. Any costs incurred by the company to obtain such coverage on behalf of the Executive shall not be deemed to be in lieu of the Executive’s salary and any bonus received pursuant to Sections 3.01, 3.02, 3.03 and 3.04 of this Agreement

Section 3.07 Vacation. The Executive shall be entitled to twenty (20) workdays of vacation with pay during each twelve-month period of employment under this Agreement. The Executive shall not be entitled to receive any compensation in lieu of such vacation days, whether or not used during the applicable periods.

Section 3.08 Holidays. The Executive shall be entitled to all paid holidays given by the Company to its Executives.

Section 3.09 Professional Enrichment. The Executive shall be granted up to ten (10) days during each twelve-month period of employment under this Agreement for the purpose of professional enrichment. Such shall include attendance as a guest and speaker at seminars and symposiums, and providing consulting and advice to private entities not in competition with the Company. The Executive shall provide the Company reasonable notice prior to the Executive’s utilization of a professional enrichment day. Executive shall be responsible for any expenses related to his professional enrichment activities, excluding professional enrichment activities with respect to Company related training or education. The Executive shall not be entitled to receive any compensation in lieu of such days, whether

5

or not used during the applicable period. The Executive shall not be entitled to carryover any professional enrichment days from year to year. Upon the Board’s reasonable request, Executive shall provide the Board proof of any attendance at professional enrichment activities or functions.

Section 3.10 Perquisites.

          (a) Automobile Expenses. During the term of this Agreement, the Executive will be entitled to and the Company shall provide a monthly automobile allowance of Five Hundred Dollars ($500.00) to be applied towards the purchase or lease of an automobile suitable to the Executive’s position with the Company. The Company shall reimburse the Executive for all expenses related to fuel, oil, tolls, maintenance and repairs for any such automobile.

          (b) Computer Allowance. During the term of this Agreement, the Executive will be entitled to be provided, at the Company’s expense, a laptop computer and home computer of his choice which is suitable to the Executive’s position and consistent with the forward thinking attitude of the company. Upon any upgrade or replacement of any computer, Executive shall return to the Company the computer previously purchased with the allowance. Upon termination of the Executive, all computers purchased with the allowance shall be returned to the Company.

          (c) Legal Expenses. In the event that the Executive is required to institute legal proceedings against the Company to enforce this Agreement, or any term or provision thereof, the Company shall pay, either directly or by reimbursement to the Executive, all legal fees and costs incurred or expended by the Executive if the Executive’s action results in a judgment in favor of the Executive against the Company. The Company shall also reimburse the Executive for all costs related to negotiation of this Agreement, including legal fees.

          (c) Other. The Executive shall be entitled to receive any perquisites available, or hereafter made available, to senior level executives of the Company.

ARTICLE IV
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION

Section 4.01 Scope and Reasonableness. The Executive acknowledges that the Company has a present and future expectation of conducting Operating and generating revenues and that, in his capacity with the Company, the Executive will have important duties and responsibilities with respect to the Business. The Executive is being employed hereunder in a key capacity with the Company, that the Company is engaged in a highly competitive business, and that the success of the Company’s business in the marketplace depends upon its goodwill and reputation for quality and dependability. The Executive further agrees that reasonable limits may be placed on his ability to compete against the Company as provided herein so as to protect and preserve the legitimate business interests and goodwill of the Company.

6

Section 4.02 Confidentiality and Trade Secrets.

          (a) The Executive acknowledges and agrees that his position as an employee of the Company will afford him a unique opportunity to acquire confidential information concerning the Company and that the misappropriation or disclosure of such confidential information would cause irreparable harm to the Company. The Executive recognizes and agrees that he will have access to certain confidential information of the Company that is not generally available to the public and that such information constitutes valuable, special and unique property of the Company. The Executive acknowledges that such confidential information includes information concerning the Business and the Company including, without limitation, financial information concerning the Business or the Company, the names and addresses of actual and potential customers or acquisition or investment targets of the Business or the Company, studies of prospective market areas for the Business, supply sources, products, technical data, notes, diagrams, drawings, flow charts, ideas, techniques, specifications, procedures, processes, research, development, and trade secrets of the Business and the Company (such information whether related to the Business or the Company being referred to collectively as the “Confidential Information”). Confidential Information shall not include any information or documents (i) that are or become publicly available or otherwise known in the industry without breach of this Section 4.02; or (ii) that the Executive rightfully receives from any third party which is not breaching an obligation of confidence with the Company or without an accompanying obligation of confidence; or (iii) that were known to or by the Executive prior to his appointment with the Company without breach of this Section 4.02. In the event that the Executive is requested in any court or governmental proceeding to disclose any Confidential Information, the Executive shall give the Company prompt notice of such request such that the Company may seek a protective order or other appropriate relief and shall cooperate in all respects with the Company in its efforts in connection therewith.

           (b) The Executive will keep confidential and will not, during his employment and for a period of five (5) years after any termination under this Agreement (whether by expiration or pursuant to Section 5.01 or otherwise), directly or indirectly, divulge to anyone, use or otherwise appropriate any of the Confidential Information for any reason or purpose whatsoever except to authorize representatives of the Company or when, in the good faith belief of the Executive, such disclosure is necessary or desirable in the normal course of the Business in order for the Executive to fulfill his duties and responsibilities to the Company as set out in Section 2.02.

          (c) The Executive acknowledges and agrees that these prohibitions against disclosure of Confidential Information are in addition to, and not in lieu of, any rights or remedies which the Company may have available pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets or proprietary information, and the enforcement by the Company of any of their rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies which they may possess in law or equity absent this Agreement.

          (d) Upon any termination of his employment under this Agreement, the Executive shall surrender to the Company all documents and materials in his possession, custody or control embodying the Confidential Information or any part thereof.

Section 4.03 Proprietary Material.

          (a) The Executive hereby assigns and agrees to assign to the Company all of the Executive’s right, title and interest in and to all information, inventions, discoveries, products, systems, computer or other apparatus programs and related documentation, including improvements or modifications thereto which are directly used or could be used in the Business of the Company, (hereinafter each designated as “Intellectual Property”), whether or not patentable, copyrightable or subject to other forms of protection,

7

made, created, developed, written or conceived by the Executive during the term of Executive’s employment with the Company, whether during or outside regular working hours, either solely or jointly with another person or entity, in whole or in part. Excepted is any material developed in the course of the Executive’s work with the entities listed at Schedule A.

          (b) The Executive acknowledges that the Intellectual Property constitutes the exclusive property of the Company and that any copyrights, patents, trademarks or trade secret rights in the Intellectual Property belong to the Company by operation of law. Such Intellectual Property shall constitute work for hire.

          (c) The Executive shall, without charge to the Company, but at the Company’s expense, execute a specific assignment of title to the Company and do anything else reasonably necessary or desirable to enable the Company to secure a patent, copyright, trademark, or other form of protection for or otherwise exploit any Intellectual Property anywhere in the world.

Section 4.04 Covenant Not to Compete.

          (a) During the period ending on the twelve (12) month anniversary of the Company’s termination of the Executive’s employment for Cause or the Executive’s termination of the Company without Cause, the Executive will not directly or indirectly:

                    (i) Excepting those entities listed at Schedule “A,” engage in, become affiliated with, or become interested in any business that is engaged in a Competing Business, either alone or with any individual, partnership, corporation, or association in any capacity. For these purposes, “to engage,” “become affiliated with” or “become interested in” shall mean either (1) acting in a management or oversight capacity as an officer, director, agent, representative, consultant, independent contractor or employee of any entity or enterprise which is engaged in a Competing Business; (2) participating in any material management or oversight role in any such business which is engaged in a Competing Business as an owner, partner, limited partner, joint venturer, creditor, or stockholder (except as a stockholder owning not greater than a five percent (5%) interest in a corporation whose shares are actively traded on a national securities exchange or in the over-the-counter market); or (3) communicating to any such business, which is engaged in a Competing Business, the names or addresses or any other information concerning any past, present, or identified prospective client, customer, joint venture partner, supplier or acquisition or investment targets of the Company, provided that this provision shall not apply to any information that is not “Confidential Information,” as such term is defined in Section 4.02(a) of this Agreement;

                    (ii) cause, induce, or encourage any employee of the Company to leave the employ of the Company, or any independent contractor to terminate any independent contractor relationship with the Company;

                    (iii) cause, induce, or encourage any former employee of the Company to become employed by a business which is engaged in a Competing Business; or

                    (iv) employ or seek to employ any person who is at that time employed with the Company.

          (b) If the covenant not to compete provided for herein is found by any court having jurisdiction to be too broad or too restrictive, then the covenant not to compete shall nevertheless remain effective, but shall be considered amended to a point considered by said court as reasonable and, as so amended, shall be fully enforceable.

8

Section 4.05 Non-Solicitation and Non-Interference. During the period ending on the twelve month (12) anniversary of the termination of the Executive’s employment with the Company (whether such termination is by the Company or by the Executive), the Executive will not in any way, directly or indirectly, for himself or on behalf of or in conjunction with any other person, partnership, firm, association, or corporation:

                    (i) Solicit or divert away or attempt to solicit or divert any client or customer served or solicited by the Company within the six (6) month period prior to the Executive’s termination or any potential customer of the Company if such potential customer’s business had been actively solicited by the Company within the six (6) month period prior to the Executive’s termination;

                    (ii) Interfere with or attempt to interfere with negotiations between the Company and any acquisition or investment target of the Company; or

                    (iii) Solicit or attempt to solicit any acquisition or investment target which the Company have been in negotiations with during the six (6) month period prior to the Executive’s termination with the Company.

Section 4.06 Remedies. The Executive acknowledges that any violation of this Article IV will cause irreparable harm to the Company and that damages are not an adequate remedy. The Executive therefore agrees that the Company shall be entitled to seek an injunction enjoining, prohibiting and restraining the Executive from the continuance of any such violation, in addition to any monetary damages which might occur by reason of a violation of this Agreement or any other remedies at law or in equity, including without limitation specific performance, and that in any such action the Executive will not raise as a defense the argument that an adequate remedy for such breach exists at law.

Section 4.07 Independent. The covenants set forth in the foregoing Sections of this Article IV are and shall be deemed and construed as separate and independent covenants. Should any part or provision of such covenants be held invalid, void or unenforceable in any court of competent jurisdiction, such invalidity, voidness or unenforceability shall not render invalid, void or unenforceable any other part or provision thereof. Specifically, and without limiting the generality of the foregoing, if any portion of Sections 4.01, 4.02, 4.03, 4.04 or 4.05 is found to be invalid by a court of competent jurisdiction because its duration, the Territory and/or the Business are invalid or unreasonable in scope, such duration, Territory and/or Business, as the case may be, shall be redefined by consideration of the reasonable concerns and needs of the Company such that the intent of the Company and the Executive, in agreeing to Sections 4.01, 4.02, 4.03, 4.04, 4.05 and 4.06, will not be impaired and shall be enforceable to the fullest extent of the applicable laws.

ARTICLE V
TERMINATION

5.01 Termination. The Executive’s employment by the Company hereunder may be terminated under the following conditions:

          (a) Death. The Executive’s employment hereunder shall terminate immediately upon his death, without notice. The effective date of any such termination shall be the date of the Executive’s death. The Company shall pay to the Executive’s designated beneficiary, or if he leaves no designated beneficiary to his estate, any salary which has been earned but is unpaid and any unreimbursed expenses or other unpaid benefits due the Executive hereunder at the time of his death. The Company shall also pay

9

Severance Compensation and provide Severance Benefits as defined in Section 5.02 hereunder for the Executive’s family or designated beneficiary.

          (b) Disability. In the case of Disability of the Executive, the Company may terminate the Executive’s employment pursuant to this Agreement by giving written notice to the Executive (or his personal or legal representative, as the case may be) specifying such Disability. The effective date of any such termination shall be that specified in such notice. Upon termination of the Executive for Disability, the Executive shall receive the Severance Compensation and shall be entitled to the Severance Benefits as defined in Section 5.02 hereunder.

          (c) Termination for Cause by Company. In the event the Executive is terminated for Cause as defined in Section 1.01(a) herein, the Company may at any time without notice terminate the Executive’s employment hereunder, and the Executive shall have no right to receive any salary, or benefits of any kind whatsoever, except those benefits which are vested or otherwise owned by the Executive, on and after such date of termination. The Executive shall not receive any bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Company for Cause.

          (d) Termination Without Cause by Company. The Company may at any time, upon ninety (90) days written notice issued in accordance with Section 6.07 hereunder which establishes the date of termination of this Agreement, terminate the Executive’s employment under this Agreement without Cause. The issuance of a notice of termination is a condition precedent to the termination of the employment relationship without Cause by the Company, and the Company shall not issue such a notice of termination unless the issuance of such notice and the contents of such notice are approved by the affirmative vote of a majority of the Company’s Board. Upon termination without cause by the Company, the Executive is entitled to receive from the Company any earned but unpaid salary as well as receive from the Company any unreimbursed expenses or other unpaid benefits owed as of the date of termination. Further, in the event of a termination without cause by the Company, the Executive is entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (e) Termination Without Cause by the Executive. The Executive may terminate this Agreement without specific Cause or reason upon ninety (90) days written notice to the Company. The Company may at any time, in its sole discretion, shorten or eliminate the ninety (90) day notice period by written notice to the Executive. The Executive shall receive no further salary, other than amounts earned but unpaid, nor benefits of any kind, other than amounts to which the Executive is entitled to reimbursement and those benefits which are vested or otherwise owned by the Executive, following the ninety (90) day notice period, or such abbreviated period to the extent it is shortened or eliminated by the Company as provided above. The Executive shall not be entitled to bonus compensation, pursuant to Section 3.02 of this Agreement, for the year of termination if such termination is by the Executive without Cause. During the ninety (90) day notice period, or any such abbreviated period, the Executive shall continue to faithfully and diligently perform all duties assigned to him by the Board.

          (f) Termination for Cause by the Executive. The Executive may terminate this Agreement upon ninety (90) days written notice to the Company for Cause. Upon termination at the conclusion of the ninety (90) day period, the Executive is entitled to receive from the Company any earned but unpaid salary and any unreimbursed expenses or other unpaid benefits owed as of the date of termination. The Company may shorten or eliminate the ninety (90) day notice period by providing written notice to the Executive. Further, the Executive shall be entitled to the Severance Compensation and Severance Benefits as defined in Section 5.02 hereunder. An election by the Executive to terminate this Agreement for Cause

10

shall not be deemed a voluntary termination of employment by the Executive for the purpose of this Agreement or any plan or practice of the Company.

Section 5.02 Severance Compensation and Severance Benefits.

          (a) Pursuant to this Agreement, “Severance Compensation” shall mean, within ten (10) calendar days of the date of termination (the Executive’s last day of employment with the Company):

                    (i) a single cash payment in an amount equal to three times the Executive’s prior year’s annual salary or four hundred thousand ($400,000) dollars, whichever is greater;

                    (ii) payment for accrued and unused vacation for the year of termination; and

                    (iii) payment of the Executive’s prorated bonus compensation, if any, pursuant to Section 3.02 of this Agreement, for the year of termination in accordance with the ordinary payment procedures.

          (b) Pursuant to this Agreement, “Severance Benefits” shall mean:

                    (i) to the extent that the Executive is insurable, the Company shall reimburse the Executive the cost of COBRA benefits, including dental but, other than long term disability coverage, for the Executive and his family for a period of eighteen (18) months following the date of termination, subject to any limitation on the provision of such benefits established by then existing law; provided, however, that if the Company is not able to provide coverage under COBRA for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the Company’s cost for such COBRA benefits over such eighteen (18) month period if such benefits had been available for the Executive and his family.

                    (ii) The Company shall pay the premiums for Executive’s group life insurance policy for a period of eighteen (18) months following the date of termination to the extent and as permitted under the terms of such policies; provided, however, that if Company is not able to offer such coverage for any reason, including, without limitation, that the Executive is deemed uninsurable, the Company shall make a lump sum cash payment to the Executive in an amount equal to the premium payments that would have otherwise been payable under such policies for Executive for such eighteen (18) month period;

          (iii) Executive shall have the right to convert any other Company sponsored benefit plan to the extent provided for by the terms of such plan, but the Company shall have no obligation to make payments in connection with any such conversion.

ARTICLE VI
MISCELLANEOUS

6.01 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey.

6.02 Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the Executive’s employment with the Company and supercedes all prior and contemporaneous, written, oral, express and implied communications, agreements, and understandings between the Parties relating to the same subject matter, including any prior employment agreement between the Executive and Company or any of its affiliates or subsidiaries. In the event that any term, or condition or provision of this Agreement varies from, or is in any way dissimilar to or a conflict with, any term, condition or

11

provision of any of the Company’s benefit plans or any other agreement between the Parties, the terms, conditions and provisions of this Agreement will control.

6.03 Amendments. This Agreement cannot be amended, changed, or supplemented except in writing signed by the parties or their duly authorized agents or attorneys in fact.

6.04 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.

6.05 Assignment. This Agreement is nonassignable except that the Company’s rights, duties, and obligations under this Agreement may be assigned and delegated to any subsidiary or affiliate of the Company or to the acquiror of the Company in the event the Company is merged, acquired, sells substantially all of its interest in its assets or the Business or transfers its interest in the Business to any other entity.

6.06 Severability. If any one or more of the provisions of this Agreement shall be determined to be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of this Agreement shall not in any way be impaired.

6.07 Notices. All notices, requests, demands, and other communications under or in connection with this Agreement shall be in writing, shall be sent by registered or certified mail return receipt requested, and shall be deemed to have been given or made when received at the following offices:

If to the Company:	VISUAL MANAGEMENT SYSTEMS HOLDING, Inc.
	1000 Industrial Way North, Unit C
	Toms River, NJ 08755; and
	Philip D. Forlenza, Esq.
	Giordano, Halleran & Ciesla, P.C.
	125 Half Mile Road, P.O. Box 190
	Middletown, New Jersey 07748.
If to the Executive:	Kevin Sangirardi
	6 Kental Lane
	Nesconset, New York 11767;

The above addresses may be changed by written notice given as above provided.

6.08 Consent to Jurisdiction. The Company and the Executive, by its or his execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state and Federal courts located within the State of New Jersey for the purpose of any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives, to the extent not prohibited by applicable law, and agrees not to assert by way of motion, as a defense or otherwise, in any such claim or action, any claim that is not subject personally to the jurisdiction of the above-named courts, that its or his property is exempt or immune from attachment or execution, that any such proceeding brought in the above-named

12

court is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such court, and (iii) hereby agrees not to commence any claim or action arising out of or based upon this Agreement or relating to the subject matter hereof other than before the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such claim or action to any court other than the above-named courts whether on the grounds of inconvenient forum or otherwise. Each of the Company and the Executive hereby consents to service of process in any such proceeding in any manner permitted by New Jersey law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 6.07 hereof is reasonably calculated to give actual notice.

6.09 Counterparts. This Agreement may be executed in two or more counterparts, each of which will take effect as an original and all of which will evidence one and the same agreement.

6.10 Pronouns. All pronouns used herein shall be deemed to refer to the masculine, feminine, or neuter gender as the context requires.

{signature page follows}

13

IN WITNESS WHEREOF the parties have executed this Agreement as an instrument under SEAL as of the date first appearing above.

ATTEST:	VISUAL MANAGEMENT SYSTEMS, INC.
	By:
		Name:
		Title:
WITNESS:
		KEVIN SANGIRARDI

{Signature Page for Executive Employment Agreement}

14

     SCHEDULE A: LIST OF ENTITIES IN WHICH EXECUTIVE PARTICIPATES

Entity Executive’s Capacity with Entity Description of Services

15

SCHEDULE B: BASE SALARY AND SALARY INCREASES

1. Kevin Sangirardi (“Executive”) shall receive a base salary of One Hundred Forty Four Thousand Dollars ($144,000.00).
2.	The Executive shall receive salary increases as follows:
-	Upon reaching annual gross sales equal to or in excess of ten million dollars ($10,000,000.00), Executive’s Salary shall increase to $158,400.00.
-	Upon reaching annual gross sales equal to or in excess of twenty million dollars ($20,000,000.00), Executive’s Salary shall increase to $174,240.00.
3. Upon achieving annual gross sales equal to or in excess of twenty-five million dollars ($25,000,000) during any calendar year, Executive’s salary will increase to $195,000 and annually, thereafter, by at least ten percent (10%) or as otherwise determined appropriate during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.
4. The Executive’s salary may be increased otherwise during the term of this Agreement by the Board or the Compensation Committee of the Board, if any, in its sole and absolute discretion pursuant to Section 3.02 of this Agreement.
5. Bonuses may be distributed for achievement of revenue targets as set forth in Section 3.04 of this Agreement, the Executive shall be entitled to receive a bonus as set forth in the table below:

Revenue Plateau	Bonus Amount	Payable As
1.25mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
2.50mm Net annual revenue	$25,000	One time cash bonus within 10 business days of the month where the plateau is exceeded.
5.00mm Net annual revenue	$25,000	Payable in two equal parts, the first being a one-time cash bonus due within 10 business days of the transaction’s closing, the second part being the cashless exercise and redemption of options for the equivalent amount of shares of the common stock of the company on the next exercise date.
7.500mm Net annual revenue	$37,500
10.00mm Net annual revenue	$50,000

::ODMA\PCDOCS\GHCDOCS\608324\1

16

EX-99.3

EXHIBIT 99.3

VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)

PRO-FORMA FINANCIAL STATEMENTS

VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)

PRO-FORMA FINANCIAL STATEMENTS

          The accompanying unaudited pro forma consolidated financial statements of Visual Management Systems, Inc. and subsidiaries (formerly Wildon Productions Inc.) (the “Company”) give effect to the (a) merger (the “Merger”) of the Company’s wholly-owned subsidiary, VMS Acquisition Corp., with and into Visual Management Systems Holding, Inc., a New Jersey Corporation (“VMS”) and (b) 1-for-7 reverse split (the “Reverse Split”)of the Company’s common stock, $.01 par value (the “Common Stock”), which become effective on July 9, 2007 as if such transactions had occurred on May 31, 2007 for balance sheet data and March 1, 2006 for Statement of Operations Data.

          In connection with the Merger, the Company acquired 100% of the issued and outstanding capital stock of VMS in exchange for 5,218,000 shares of the Company’s Common Stock, and certain holders of Common Stock agreed to cancel 476,429 shares (after giving effect to the Reverse Split) of Common Stock at the time of the Merger. Under the terms of the Merger Agreement, each share of VMS Common Stock outstanding prior to the Merger (10,436,000 shares) was converted into .50 shares of Common Stock at the time of the Merger. As a result, VMS’ former stockholders became the majority shareholders of the Company and VMS became a wholly-owned subsidiary of the Company.

          The acquisition of VMS by the Company has been accounted for as a reverse merger because on a post-merger basis, the former VMS shareholders hold a majority of the outstanding shares of the Company’s Common Stock. As a result, VMS was deemed to be the acquirer for accounting purposes.

          In the opinion of the Company’s management, the unaudited pro forma consolidated balance sheet and unaudited pro forma statement of loss include all adjustments necessary for the fair presentation of the transactions in accordance with the requirements of the Securities Exchange Commission. The unaudited pro forma consolidated financial statements are prepared for illustrative purposes only and may not be indicative of the financial position or operating results that would have occurred if the transactions had been completed on March 1, 2006. Furthermore, the reported unaudited pro forma consolidated statement of loss is not necessarily indicative of the operating results that may be obtained by the Company.

VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)

PRO-FORMA STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MAY 31, 2007

	Visual Management Systems, Inc. (formerly Wildon Productions Inc.)			Visual Management Systems Holding, Inc. and Subsidiaries			Pro Forma Combined
Revenues - net		—			1,629,589			1,629,589
Cost of revenues		—			816,706			816,706
Gross margin		—			812,883			812,883
Operating expenses		40,094			1,584,151			1,624,245
Loss from operations		(40,094	)		(771,268	)		(811,362	)
Other (income) expenses
Debt conversion expense		—			—			—
Interest income		—			—			—
Interest expense		—			4,477			4,477
Miscellaneous (income) expense		—			—			—
		—			4,477			4,477
Net loss	$	(40,094	)		(775,745	)		(815,839	)

VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)

PRO-FORMA STATEMENT OF OPERATIONS

FOR THE 12 MONTHS ENDED FEBRUARY 28, 2007

	Visual Management Systems, Inc. (formerly Wildon Productions Inc.)			Visual Management Systems Holding, Inc. and Subsidiaries			Pro Forma Combined
Revenues - gross	$
Less: deferred revenues
discounts
Revenues - net		0			4,818,232			4,818,232
Cost of revenues		0			2,715,497			2,715,497
Gross margin		0			2,102,735			2,102,735
Operating expenses		78,979			4,239,662			4,318,641
Loss from operations		(78,979	)		(2,136,927	)		(2,215,906	)
Other (income) expenses					—
Debt conversion expense					264,990			264,990
Interest income					(247	)		(247	)
Interest expense					55,835			55,835
Miscellaneous (income) expense					(1,223	)		(1,223	)
		—			319,356			319,356
Net loss	$	(78,979	)		(2,456,283	)		(2,535,262	)

VISUAL MANAGEMENT SYSTEMS, INC. AND SUBSIDIARIES
(FORMERLY WILDON PRODUCTIONS INC.)
PRO-FORMA CONSOLIDATING BALANCE SHEET
MAY 31, 2007

	Visual Management Systems, Inc. (Formerly Wildon Productions Inc.)		Visual Management Systems Holding, Inc. and Subsidiaries		Pro Forma Adjustments	Pro Forma Combined
Assets
Current Assets
Cash	14,864		-0		—		14,864
Accounts Receivable	—		484,872		—		484,872
Intercompany Receivable	—		—		—		—
Inventory	—		717,643		—		717,643
Prepaid Expenses	—		50,592		—		50,592
	14,864		1,253,107		—		1,267,971
Property and Equipment - net	—		326,934		—		326,934
Equipment Under Capital Leases - net	—		26,022		—		26,022
Deposits	—		97,957		—		97,957
Intangibles - net	—		3,338		—		3,338
	14,864		1,707,358		—		1,722,222
Liabilities and Stockholders’ Deficit
Current Liabilities
Bank Overdraft	—		81				81
Accounts Payable	4,120		1,709,798		—		1,713,918
Interco Payable	—		—		—		—
Accrued Expenses	21,012		232,521		—		253,533
Deferred Revenues	—		62,889		—		62,889
Sales Tax Payable	—		52,275		—		52,275
Current Portion of Long-Term Debt	—		78,997		—		78,997
Current Portion of Obligations Under Capital Leases	—		—		—		—
	25,132		2,136,561		—		2,161,693
Long-Term Debt - net of current portion	—		275,779		—		275,779
Obligations Under Capital Leases - net of current portion	—		20,995		—		20,995
Loans Payable Stockholders	—		4,622		—		4,622
Stockholders Deficit
Common Stock	2,035		33,084		—		35,119
Additional Paid-In Capital	111,965		3,856,350		—		3,968,315
Treasury Stock	—		(150,000	)	—		(150,000	)
Accumulated Deficit	(124,268	)	(4,470,033	)	—		(4,594,301	)
	(10,268	)	(730,599	)	—		(740,867	)
	14,864		1,707,358		—		1,722,222

Pro Forma Adjustments and Assumptions

1. The following table summarizes the fair value of the assets acquired and liabilities assumed of Wildon Technologies, Inc.

Current assets	$	50,076
Less: liabilities assumed		20,700
Net assets acquired	$	29,376

2. The consolidated adjustment is as follows:

		Dr.		Cr.
Accumulated deficit	$	29,376
Common stock		14,250
Common stock			$	14,000
Additional paid-in capital				736,000
Intangibles		706,374

CORRESP

Visual Management Systems, Inc.
1000 Industrial Way North, Suite C
Toms River, New Jersey 08755

October 26, 2007

Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 3720
Washington, DC 20549

Attention:	Jill S. Davis
	Jennifer O’Brien

Re:	Visual Management Systems, Inc.
	Form 10-KSB/A for Fiscal Year Ended February 28, 2007
	Filed May 18, 2007
	Form 10-QSB for Fiscal Quarter Ended May 31, 2007
	Filed July 23, 2007
	Form 8-K/A
	Filed August 8, 2007
	File No. 333-133936

Dear Ms. Davis and Ms. O’Brien:

          The following sets forth the comments made by the Staff on the above captioned documents in its letter dated September 13, 2007 and the responses thereto which are provided on behalf of Visual Management Systems, Inc. (the “Company”):

Form 10-KSB/A for the Fiscal Year Ended February 28, 2007

Controls and Procedures, page 27

1. You disclose that “Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.” Please note that the definition in Rule 13a-15(e) is more comprehensive than that included in your disclosure. Specifically, the term disclosure controls and procedures “means controls and procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.” Your officer’s

Securities and Exchange Commission
October 26, 2007
Page 2

conclusion does not state whether your disclosure controls and procedures are effective at accomplishing these items. Please revise your officer’s conclusion to state whether your disclosure controls and procedures are effective at accomplishing all of the items included within the definition of disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act. This comment also applies to your Form 10-QSB for the fiscal quarter ended May 31, 2007.
Response – As per conversations between Jennifer O’Brien of the Staff and the Company’s counsel, the Company will correct the disclosure in its quarterly and annual reports prospectively. Item 8A of the Company’s Report on Form 10-KSB for the fiscal year ending December 31, 2007 and Item 3 of the Company’s Reports on Form 10-QSB filed after the date hereof will contain disclosure substantially similar (to the extent applicable) to the following:
	“As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer, along with the Company’s Chief Financial Officer, who concluded that our disclosure controls and procedures were effective as of the date of the evaluation. There were no significant changes in our internal controls during the period covered by this report that have materially affected, or are reasonably likely to have materially affected, our internal controls subsequent to the date we carried out our evaluation.
	Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure.”
Please note that the Form 10-QSB filed by the Company on October 25, 2007 contained language substantially the same as above.

Exhibits 31.1 and 31.2

Securities and Exchange Commission
October 26, 2007
Page 3

2.	We note that the wording of your certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 does not precisely match the language set forth in the Act. In this regard, there is no provision for your certifying officer to identify the position held with the Company in the first line of the certification or to specifically refer to the report as “annual” or “quarterly.” Please refer to FAX 11 within the Division of Corporation Finance: Sarbanes-Oxley Act of 2002 – Frequently Asked Questions, located at http://www.sec.gov/divisions/corpfin/faqs/soxact2002.htm and Item 601(b)(31) of Regulation S-K for the exact text of the required Section 302 certification and amend your exhibits as appropriate. This comment also applies to the certifications attached to your Form 10-QSB for the fiscal quarter ended May 31, 2007.
	Response – As per conversations between Jennifer O’Brien of the Staff and the Company’s counsel, the Company will correct the form of certifications filed with its quarterly and annual reports prospectively. In connection therewith, the text of the first sentence and paragraph 1 of the form of certification will be revised as follows:
		“I, Jason Gonzalez, certify that:
		1. I have reviewed this report on Form [10-KSB] [10-QSB] of Visual Management Systems, Inc.;”
	The form of certification filed by the Company’s Chief Financial Officer will contain similar revisions.
	Please note that the Form 10-QSB filed by the Company on October 25, 2007 contained certifications with the changes described above.

Form 8-K/A filed August 8, 2007

Pro Forma Financial Information, page 39

3.

We are unable to locate the pro forma financial information giving effect to the merger of Visual Management Systems Holding, Inc. and VMS Acquisition Corp., referenced to Exhibit 99.3. Please file or otherwise advise where such information is provided. Please also confirm, if true, that this pro forma information gives effect to the reverse merger between Visual Management Systems, Inc. (formerly known as Wildon Productions Inc.) and Visual Management Systems Holding, Inc. and its wholly owned subsidiary or otherwise advise.

Response – The pro forma financial information was included as Exhibit 99.3 to the Form 8-K filed on July 23, 2007. Exhibit 99.3 has been re-filed with the Form 8-K/A filed as of the date hereof and gives effect to the reverse merger between a wholly owned subsidiary of Visual Management Systems, Inc. (formerly Wildon Productions

Securities and Exchange Commission
October 26, 2007
Page 4

Inc) and Visual Management Systems Holding, Inc.

Exhibit 99.1

6. Stock Purchase Warrants, page 16

4.	We note your statement that “Subsequent to December 31, 2006, all outstanding warrants were converted into shares of the Company’s common stock. The conversion was induced by management through a 2-for-1 share offering.” Please tell us how you accounted for this transaction. As part of your supplemental response, please address your consideration of the guidance in paragraph 51 of FAS 123R regarding the modification of awards of equity instruments.
	Response – The conversion of warrants into shares was induced by management through a 2-for-1 share offering representing the repurchase of the original instrument (warrant) by the issuing of a new instrument (share) having an equal or greater value of the original instrument incurring additional cost representing the incremental value. This inducement for conversion is a modification of the terms or conditions of the original award and is treated as an exchange of the original award for a new award. The total recognized cost of the modification (fas123r, paragraph 51) was accounted for as an additional expense recognized using the grant date the modification was enacted. Therefore, the total cost measured at the date of the modification was (1) the portion of the grant date fair value of the original award plus (2) the incremental cost resulting from the modification.
	The Company hereby acknowledges that:
	•	the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC;
	•	Staff comments or changes to the disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and
	•	the Company may not assert Staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission
October 26, 2007
Page 5

          If you have any questions or comments with respect to the foregoing, please do not hesitate to contact the undersigned at (732) 281-1355.

		Very truly yours,
		VISUAL MANAGEMENT SYSTEMS, INC.
		By:  /s/ Howard Herman
		Name: Howard Herman
		Title: Chief Financial Officer
cc:	Brad Muniz
	Philip D. Forlenza, Esq.