COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2011

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

Note 9 – Commitments and Contingencies

Operating Leases

Operating leases are primarily for office space, data centers, equipment and automobiles.  At December 31, 2011, the future minimum lease payments under operating leases are summarized as follows:

Year Ending
December 31	Amount
2012	$	355,000
2013		282,000
2014		273,000
Total	$	910,000

Rent expense approximated $572,000 and $454,000 for the years ended December 31, 2011 and 2010, respectively.

Employment Agreements

President and Chief Executive Officer

On May 25, 2011, the Board appointed the then President and Chief Operating Officer as President and Chief Executive Officer of the Company.  On August 16, 2011, the Board ratified and approved the Employment Agreement.  The Agreement provides for an increased salary and the granting of 22,500 options to purchase an aggregate of 22,500 shares of the Company at an exercise price of $1.15.

Subsequent to December 31, 2011, the Company amended the Agreement with the President and Chief Executive Officer.  The amended Employment Agreement is for a two-year term effective January 1, 2012 through December 31, 2013.  The amended Agreement provides for a base salary of $22,917 per month, annual incentive bonuses based on the Company's performance in achieving prescribed revenue and Earnings Before Interest and Taxes (“EBIT”) targets and discretionary bonuses.  The Agreement further provides for options to purchase an aggregate of 360,000 shares of common stock of the Company at an exercise price of $1.15 per share, 90,000 of such options to vest on the twelve-month anniversary date of grant and the remaining options to vest in equal monthly installments beginning on the thirteen-month anniversary of the date of grant and concluding on the four-year anniversary of the date of grant.  In addition, the Company has agreed to reimburse the Chief Executive Officer and President for up to $25,000 of expenses incurred in connection with his relocation to the Company's headquarters in Sunrise, Florida.  The Agreement also provides for reimbursement of certain out-of-pocket expenses and certain severance benefits in the event of termination prior to the expiration date.

Vice President of Sales and Marketing and Chief Technology Officer

On December 14, 2010, the Board ratified and approved an Employment Agreement with the Executive Vice President of Sales and Marketing and Chief Technology Officer for a two-year term effective January 1, 2011 through December 31, 2012.  The agreement provides for a salary of $6,667 per month for the position of Chief Technology Officer, and a salary of $10,000 per month for the position of Executive Vice President of Sales and Marketing.  The Agreement additionally provides for an annual incentive bonus with a target equal to 20% of the apportioned base salary for the Chief Technology Officer position subject to achieving certain revenue growth and operating cash flow goals as well as performance objectives.  The agreement further provides for: payment of certain sales commissions; use of an automobile and related expenses; reimbursement of out-of-pocket expenses; and certain severance benefits in the event of termination prior to the expiration date.

Subsequent to December 31, 2011, the Company amended the Agreement with the Executive Vice President of Sales and Marketing and Chief Technology Officer dated January 9, 2012.  The agreement provides for a change in title and responsibilities to Executive Vice President of Channel Sales and Chief Technology Officer of the Company.

Future commitments under employment agreements total $475,000 and $275,000 for the years ending December 31, 2012 and 2013 respectively.