Chief Information Officer Employment Agreement

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:

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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;

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(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.

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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.

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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 Ex ...