eVP Marketing Employment Agreement - DAVID B. BOELIO

EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT ("AGREEMENT") is made and entered into as of October 1, 1993 between Signal Security Technologies, Inc., a Delaware corporation T/A as CD-MAX, with its principal office at 219 South Street, Suite 203, Murray Hill, NJ 07974, (the "Company") and DAVID B. BOELIO ("Employee") who resides at 126 Wyoming Avenue, Maplewood, NJ, 07040.


The parties recite that:


(i) The Company is engaged in the business of providing security
and billing services for CD-ROM text material and maintains
its principal office as set forth above.


(ii) The company desires to secure the services of the Employee as
Executive Vice President-Marketing of the Company and the
Employee desires to perform such services for the Company on
the terms and conditions as hereinafter set forth.


ARTICLE I


EMPLOYMENT


The Company hereby employs the Employee as Executive Vice President- Marketing of the Company, subject to the terms, conditions and provisions of this Agreement. The Employee hereby accepts such employment and agrees to render his services as provided herein, all of which services shall be performed conscientiously and to the full extent of the Employee's ability.


ARTICLE II


TERM PROVISIONS


2.1 Term Period: "Period of active employment", as used herein, shall mean the period beginning on October 1, 1993 and terminating on the date on which the first of the following events occurs:


(i) October 1, 1996;


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(ii) the death of the Employee;


(iii) the disability of the Employee, as provided in Section 8.3 of this Agreement;


(iv) the termination of the Employee's employment, as provided in Section 8.2 of this Agreement, or


(v) the liquidation of the Company (other than as incident to the sale of all or substantially all of its assets as a going concern).


This employment agreement shall be automatically renewed on the basis hereby established for successive one year terms unless, more than ninety days prior to the expiration of the term of the Employee's employment, either the Employee or the Company gives notice that the Employee's employment will not be renewed.


The provisions of this Agreement shall remain in full force and effect during the term of employment, except that the provisions of Article X shall continue to be enforceable as specified therein after the termination of the Employee's employment hereunder.


ARTICLE III


DUTIES


3.1 Capacity and Services. The Company hereby agrees to employ the Employee and the Employee hereby agrees to accept such employment by the Company on the terms and conditions set forth herein. The Employee shall have the duties and responsibility that are normally exercised by the Chief Marketing Officer of comparable companies, and shall fully and faithfully perform services and discharge his duties in a manner consistent with the position. The Employee shall assume such other additional responsibilities and duties as may from time to time be reasonably assigned or delegated to him by the Board of Directors or its designee.


The primary duties of the employee are to prepare the Company's annual strategic marketing plan; supervise the preparation of all marketing materials,


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brochures and advertisements; identify, contact and visit potential customers; secure customer commitments to purchase the Company's products and services in accordance with the Company's financial plan; secure, train, and supervise Marketing Department employees, if any; orchestrate publicity that will positively affect potential customers and investors; prepare and manage departmental budgets; and develop strategic marketing alliances.


ARTICLE IV


EXCLUSIVITY PROVISIONS


4.1 Limitation on Outside Activities. The Employee shall devote his full employment energies, interest, abilities and time to the performance of his obligations hereunder.


4.2 Exclusivity. The Employee hereby represents and warrants that the execution and performance of this Agreement will not result in, or constitute a default, breach, or violation, or an event which, with notice or lapse of time or both, would be a default, breach or violation of any understanding, agreement or commitment, written or oral, express or implied, to which the employee is a party or over which the employee or employee's property is bound. The Employee hereby agrees to indemnify and hold harmless the Company from and with respect to any liability, damage or cost, including reasonable attorneys fees, arising out of any breach by the Employee of this representation and warranty.


ARTICLE V


COMPENSATION


As full consideration for all services to be rendered by the Employee pursuant hereto, and for all rights herein granted by the Employee to the Company, and provided that the Employee has kept and performed all of his obligations hereunder, the Company shall provide the following compensation for the services hereunder:


5.1 Base Salary. The base salary shall be no less than $60,000 per year ("Base"), in equal monthly installments, subject to review on an annual basis. The base shall be raised to equal $150,000 per year when $10 million in net revenues


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for CD-MAX(TM) for any prior 12 month period are reached (net revenues does not include revenues billed on behalf of clients for use of their information), and $250,000 when $30 million in net revenues are reached for any prior 12 month period. Additional increments and sub divisions of the mandated increase may be made by the Board upon recommendation by a Compensation Committee that may be established by the Board.


5.2 Incentive Compensation. Incentive Compensation shall be payable for superior Employee performance. This shall be in addition to the Base and shall be separate from any warrants, options, or grants of restricted stock mentioned hereunder. The initial incentive compensation shall be $30,000 per year, based on the performance schedule in the next paragraph. In subsequent years the Board will establish a new performance schedule for the year and will consult with employee in connection therewith.


During the first year of this contract the performance schedule has three benchmarks with the incentive compensation being divided into three equal parts and paid upon the attainment of each benchmark. The Company reserves the right to pay each part of the incentive compensation in 3 equal installments. The first part, consisting of $10,000, would be paid upon obtaining written commitments from 3 bona fide publishers for extensive participation in field demonstrations of CD-MAX(TM). The second part, consisting of $10,000, would be paid upon obtaining written commitments from 5 bona fide publishers to use CD-MAX(TM) with a commercial product in the normal marketplace or for participation by publishers in field demonstrations of CD-MAX(TM), who are not already participating in field demonstrations. The third part, consisting of $10,000, would be paid when CD-MAX has billed $1 million on behalf of its customers.


The Employee shall be entitled to participate in an equitable manner with all other executive employees of the Company in such discretionary bonuses as the Company may award for the benefit of the executive employees in general.


ARTICLE VI


BENEFITS


The Company shall use its best efforts to provide the following benefits to the Employee, unless a benefit is rejected by the CEO for good cause as being counter to the best interests of the Company and its Employee.


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6.1 Medical. If the Company shall set up plans covering medical, dental, long term disability and group life insurance, such Employee shall have a right to participate in such a plan on the same terms and basis as other executive employees of the Company. This provision does not obligate the Company to set up or adopt any such plans. Employee shall be entitled to one day of sick leave per month. Employee shall be entitled to accumulate unused sick leave.


6.2 Vacation. Employee shall be entitled to an annual paid vacation of two weeks during the first year of the term of this agreement and one additional week each of the next succeeding years of the term to a maximum of six weeks per year. Employee shall be entitled to accumulate unused paid vacation time or to receive additional compensation from the Company in lieu of unused vacation time up to a maximum of 4 weeks. The timing of vacation shall be scheduled in a reasonable manner by Employee.


6.3 Illness or Death. If Employee is prevented from performing his duties by reason of illness or incapacity ("illness absence") for an aggregate of six months in any one year during the term, the corporation shall not be obligated to pay Employee compensation for any period or absence due to illness or incapacity in excess of the said aggregate period.


If Employee shall die during the term, the corporation shall pay Employee's designated beneficiary or estate (a) all compensation earned hereunder by Employee to the date of his death and not previously paid, including accrued vacation, deferred bonuses, if any, and (b) $5,000 cash pursuant to Internal Revenue Service Code 101, within sixty days after Employee's death.


6.4 Retirement Benefits. If and when the Company sets up a retirement plan for its employees, this Employee shall participate on an appropriate basis in such a retirement plan.


6.5 Automobile for Business Purposes. Should the Company determine that an automobile is necessary for the performance of the Employee's duties, the Company shall either pay directly or reimburse employee for an automobile for Employee's full time use and for all reasonable operating and maintenance expenses, including insurance and fuel, incurred by the Employee in his use of such automobile. The Company shall also provide adequate parking facilities for such Employee within reasonable walking distance of the place of employment.


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6.6 Other Benefits. In addition to the benefits explicitly described above, the Employee shall be entitled to such other benefits, perquisites, and service credit for benefits as are customarily provided to other executive officers of the Company and on such terms as such benefits, perquisites, and service credit for benefits are customarily provided under the then current Company policy.


ARTICLE VII


REIMBURSEMENT


7.1 Reimbursement of Expenses. The Company agrees to promptly reimburse or pay the Employee or pay directly for the following types of expenses, to the extent reasonably incurred by the Employee in performing services for Company pursuant to the terms ...