2.        Compensation and Benefits. In consideration for the valuable services to be rendered by Employee and for Employee’s agreement not to compete against the Company as described in paragraph 5, the Company hereby agrees that during the 2005 year of the Employment Period, the Company will pay Employee an annual salary of $275,000 per annum (the “Base Salary”). Employee’s Base Salary may be adjusted annually based on an annual performance salary review as determined in the reasonable discretion of the Company. Employee also shall be entitled to participate in the in the normal benefit programs of the Company, subject to the provisions of those benefit plans, except only that in the first year of employment with the Company the Employee will eligible for three (3) weeks of vacation and thereafter Employee will be subject to the Company’s normal vacation policies. The Employee also will be provided with the use of a Company-owned cellular telephone and a Blackberry communication device during his employment with the Company. The Company also shall issue to Employee a stock option to purchase 100,000 shares of Company common stock at an exercise price equal to the market value of the stock on the date of grant, with 25% of the shares underlying that option vesting immediately and with 25% of the shares underlying that option vesting on each anniversary date thereafter, with the option expiring on the tenth anniversary from the date of grant. The Company also agrees to (i) develop a bonus compensation package for the executives of the Company, with Employee to receive forty percent (40%) of such executive bonus compensation, (ii) pay to Employee a bonus equal to one percent (1%) of the net revenues of any entity acquired by the Company, (iii) pay to Employee a bonus, up to a maximum amount of $50,000, based upon the successful integration of an acquired entity into the Company, and (iv) pay to Employee a bonus equal to one percent (1%) of the purchase price consideration paid by a person or entity in the acquisition of the Company.