EMPLOYMENT AGREEMENT ? HAROLD T. EPPS

THIS EMPLOYMENT AGREEMENT (the “ Agreement ”), is made and entered into as of                   , 2009, by and between PRWT Services, Inc., a Pennsylvania corporation (the “ Company ”)  and Harold T. Epps (the “ Executive ”).

WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company, on the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. EMPLOYMENT AND DUTIES

1.1. Term of Employment.  The Executive’s employment under this Agreement shall commence on the date hereof (the “ Start Date ”) and shall continue until December 31, 2012 (such period being herein referred to as the “ Initial Term ,” and the period from January 1, 2009 through December 31, 2009 and any additional 12-month period thereafter ending on December  31st shall be referred to as an “ Employment Year ”).  After the Initial Term this Agreement shall be automatically renewed for a successive two (2) year period (the “First Renewal Term”) .  After the First Renewal Term, and on the last day of any Employment Year thereafter, this Agreement shall be automatically renewed for successive one year periods (each such period being and the First Renewal Term referred to herein as a “ Renewal Term ”), unless, either the Executive or the Company prior to the expiration of the Initial Term, First Renewal Term, or thereafter, the then current Employment Year, gives written notice of not less than ninety (90) days that this agreement will not be renewed, whereupon the term of the Executive’s employment (the “ Term ”) shall terminate upon the expiration of the Initial Term or the then current Renewal Term, unless sooner terminated pursuant to Section 5 hereof.

1.2.1. During the Term, the Executive shall have the title of the President & Chief Executive Officer (CEO) of the Company and shall have such duties as may be from time to time delegated to him by the Board of Directors of the Company (the “ Board ”).  The Executive shall report directly to the Chairman of the Board.  The Executive shall faithfully and diligently discharge his duties hereunder and use his best efforts to implement the policies established by the Board.  The Executive’s responsibilities shall include, among other things, to render executive, policy, operations and other management services to the Company of the type customarily provided by persons situated in similar executive and management capacities.

1.2.2. The Executive shall devote all of his business time, attention, knowledge and skills faithfully, diligently and to the best of his ability, in furtherance of the business and activities of the Company; provided , however , that nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time required for:

(i) serving as a director or member of a committee of any organization or corporation involving no conflict of interest with the interests of the Company and with the written consent of the Company;

(ii) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his experience or area of expertise;

(iii) engaging in professional organization and program activities;

(iv) managing his personal investments; and

(v) to the extent the Company has given notice of non-renewal of this Agreement as provided in section 1.1, seeking alternate employment;

provided that such activities do not materially interfere with the due performance of his duties and responsibilities under this Agreement as determined by the Board.

1.3. Reimbursement of Expenses .

1.3.1. The Company shall reimburse Executive for all reasonable, documented out of pocket expenses incurred by him in rendering his services hereunder, subject to and in accordance with the Company’s reimbursement policy as same shall be in effect and amended from time to time, including but not limited to expenses associated and incurred to maintain licenses, certifications and memberships required to perform his duties and responsibilities under this Agreement.

1.3.2. The Company shall provide Executive with monthly parking at 1835 Market Street, subject to availability, or another equivalent parking facility (subject to the Executive’s approval, which approval will not be unreasonably withheld).

1.3.3. To the extent any reimbursements referenced in Sections 1.3.1 and any other reimbursements of costs and expenses provided for herein are includable in the Executive’s gross income for federal income tax purposes, all such reimbursements shall be made no later than March of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred.

1.4. Consideration .  In consideration for the Executive’s execution of this Agreement, the Company agrees that the Executive shall become employed by the Company as set forth in this Agreement, and shall be eligible to receive post-Term severance payments (Sections 5.4.2, 5.4.3 and 5.4.4) as set forth in this Agreement (subject to his compliance with Sections 7 and 8 of this Agreement).  The Executive understands, acknowledges and agrees that the Executive would not receive the consideration specified in this Section 1.4, except for the Executive’s execution of this Agreement and the fulfillment of the promises contained herein.

2. COMPENSATION

2.1. Base Salary .  During the period beginning with the Start Date of the Term and ending June 30, 2009, the Executive’s annual base salary (“Base Salary”) shall remain at its current level.  Thereafter, commencing on July 1, 2009 and continuing for the balance of the Term, the Executive shall be entitled to receive a Base Salary that shall be increased to a rate of three hundred and seventy-five thousand dollars ($375,000.00) per annum, which Base Salary shall be payable in arrears in equal installments not less frequently than every two weeks in accordance with the payroll practices of the Company, with such increases as may be recommended by the Compensation Committee to the Board for approval.

2.2. Incentive Bonus .  The Executive shall be eligible to receive, in the discretion of the Board and the Board’s Compensation Committee, a target annual incentive bonus of 100% of Base Salary for such Employment Year (the “ Incentive Bonus ”) if the Company and Executive achieve goals and objectives established by the Board for such Employment Year. The goals and objectives to be met for Executive to receive the Incentive Bonus shall be (a) reasonable and in accord with the general interests of the Company; (b) consistent with the Company’s incentive structure for its similarly positioned executives; and (c) provided to Executive in writing no later than ninety (90) days after the beginning of the Employment Year for which they apply (provided that any such goals and objectives shall apply only for the period of the Employment Year after which they are accepted by the parties).  Any Incentive Bonus shall be paid in full in a single lump sum cash payment during the calendar year next following the Employment Year for which it is earned and vested (“ Payment Calendar Year ”) upon the earlier of December 31 of the Payment Calendar Year; or the date when any other executive of the Company receives any bonus payment for the Employment Year, but in any event no earlier than December 31 of the Employment Year.  Executive’s goals and objectives for the determination of the payment of Executive’s Incentive Bonus for 2009 shall be those in place for Executive as of January 1, 2009, or, if determined thereafter, upon the mutual agreement of the parties.

2.3. Additional Compensation .  In addition to the Base Salary and the Incentive Bonus, if any, the Executive shall be entitled to receive such other cash bonuses and such other compensation in the form of stock, stock options or other property or rights as may from time to time be awarded him by the Board during or in respect of his employment hereunder.  Executive shall be entitled to participate in any compensation programs (including, without limitation any stock grant or options programs) made available to other similarly situated employees of the Company.

2.4. Prior Year Compensation .  The Company shall pay Executive’s incentive bonus in the amount of two-hundred and eighty-two thousand and one hundred and sixteen dollars ($282,116.00) for calendar year 2008 (to be paid in accord with the Company’s practices in effect as of December 31, 2008) on or before December 31, 2009.

3. PLACE OF PERFORMANCE .  In connection with his employment by the Company, the Executive shall be based at the Company’s principal executive offices in Philadelphia, Pennsylvania, subject to the mutual agreement of the Executive and the Company to relocate him to another office of the Company and provided that Executive shall undertake travel from time to time as necessary to faithfully execute his duties hereunder.

4. EMPLOYEE BENEFITS

4.1. Benefit Plans .  The Executive shall, during the Term, be included to the extent eligible thereunder in all employee benefit plans, programs or arrangements of general application (including, without limitation, any plans, programs or arrangements providing for retirement benefits, options and other equity-based incentive compensation, profit sharing, bonuses, disability benefits, health, and life insurance, or vacation and paid holidays) which shall be established by the Company or any affiliate of the Company, for, or made available to, their respective senior executives (“ Benefits ”).  During the Term, the Benefits described in this paragraph 4 may only be reduced, and Executive’s contributions therefor may only be increased as a result of a general reduction or increase for senior executives.

4.2. Vacation .  The Executive shall be entitled to not less than four (4) weeks vacation at full pay for each calendar year during the Term, subject to increases consistent with the Company’s policy for other similarly situated employees, using Executive’s actual commencement date of employment with the Company as the basis for determining Executive’s tenure.  Such vacation may be taken in the Executive’s discretion, and at such time or times as are not inconsistent with the reasonable business needs of the Company.

5. TERMINATION OF EMPLOYMENT

5.1. General .  The Executive’s employment under this Agreement may be terminated without any breach of this Agreement on the following circumstances:

5.1.1. Death .  The Executive’s employment under this Agreement shall terminate upon his death.

5.1.2. Disability .  If, as a result of the Executive’s Disability (as defined below), the Executive shall have been absent from his duties under this Agreement for sixty (60) consecutive days (which shall not include any vacation time which Executive is entitled to exercise under this Agreement), the Company may terminate the Executive’s employment upon fifteen (15) days prior written notice; provided that the Executive has not returned to full time performance of his duties during such fifteen (15) day period.  For purposes hereof, “ Disability ” shall mean that the Executive is unable to perform his normal and customary duties hereunder as a result of physical or mental incapacity, illness or disability.

5.1.3. Good Reason .  The Executive may terminate his employment for Good Reason at any time.  For purposes of this Agreement, “ Good Reason ” shall mean:

(i) the failure by the Company to comply with its material obligations and agreements contained in this Agreement;

(ii) a material diminution or shift of the executive responsibilities or a material modification of title of the Executive with the Company without the consent of the Executive; or

(iii) a reduction by the Company in the Base Salary as in effect on the date hereof, or as the same may be increased from time to time, without the express written consent of the Executive.

provided, however , the Executive must give notice to the Company of the existence of the condition described in paragraph 5.1.3 within a period not to exceed 120 days of the initial existence of the condition, upon notice of which the Company may, within 30 days thereafter, remedy or cure such condition.

5.1.4. Cause .  The Company may terminate the Executive’s employment under this Agreement for Cause.  Termination for “ Cause ” shall mean termination of the Executive’s employment because of the occurrence of any of the following as determined by the Board:

(i) the willful failure by the Executive to substantially perform his obligations under this Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental incapacity, illness or disease); provided , however , that the Company shall have provided the Executive with written notice that such actions are occurring and the Executive has been afforded a reasonable opportunity of at least thirty (30) days to remedy or cure same; or

(ii) the indictment of the Executive for a felony or other crime involving moral turpitude  as defined by the Company’s Employee Handbook and/or Code of Ethical Conduct; or

(iii) a material breach of Section 7 or Section 8 hereof or a breach of any representation contained in this Agreement by the Executive; or

(iv) a material breach of fiduciary duty involving personal profit; or

(v) the Executive having committed acts or omissions constituting gross negligence or willful misconduct (including theft, fraud, embezzlement, and securities law violations) which is injurious to the Company, monetarily, or otherwise.  For purposes of this Section 5.1.4(v), no act, or failure to act, on the part of the Executive shall be considered “gross negligence” or “willful” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in the best interest of the Company; or

(vi) the Executive having committed any willful or material violation of, or willful or material noncompliance with, any securities law, rule or regulation or stock exchange regulation or rule relating to or affecting the Company, including without limitation (A) the Executive’s failure or refusal to honestly provide the chief executive officer or principal executive officer certification required under the Sarbanes-Oxley Act of 2002, including the rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”), or failure to take reasonable and appropriate steps to determine whether or not any such certificate was accurate or otherwise in compliance with the requirements of the Sarbanes-Oxley Act, or (B) the Executive’s failure to establish and administer effective systems and controls necessary for the Company to timely file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

5.2. Notice of Termination .  Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reason of the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement.  For purposes of this Agreement, a “ Notice of Termination ” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

5.3. Date of Termination .   The “ Date of Termination ” shall mean (a) if the Executive’s employment is terminated by his death, the date of his death, (b) if the Executive’s employment is terminated pursuant to subsection 5.1.2 above, fifteen (15) days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during such fifteen (15) day period), (c) if the Executive’s employment is terminated pursuant to subsections 5.1.3 or 5.1.4 above, the date specified in the Notice of Termination after the expiration of any applicable cure periods, and (d) if the Executive’s employment is terminated for any other reason, the date on which a Notice of Termination is given.

5.4.1. Termination for Cause .  If the Executive’s employment shall be terminated for Cause, the Company shall pay the Executive his Base Salary through the Date of Termination in accordance with the Company’s standard payroll practices, at the rate in effect at the time Notice of Termination is given , and any Incentive Bonus for a preceding Employment Year which Executive is entitled to receive for that Employment Year which has not been paid as of the Date of Termination, and all expenses and accrued Benefits arising prior to such termination which are payable to the Executive pursuant to this Agreement through the Date of Termination and any accrued but unused vacation time to which Executive is entitled under this Agreement as of the Date of Termination, to be paid at the rate in effect at the time the Notice of Termination is given and the Company shall have no further obligation with respect to this Agreement.  If Executive’s employment is terminated for Cause, all vested and or unvested stock option awards shall terminate immediately.

For purposes of this Agreement, a “ Change in Control ” shall be deemed to occur (i) when any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act, but excluding the Executive, the Company or any subsidiary or any affiliate of the Company or any employee benefit plan sponsored or maintained by the Company or any subsidiary of the Company (including any trustee of such plan acting as trustee), becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act) of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities; or (ii) when, during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board (the “ Incumbent Directors ”) cease for any reason other than death to constitute at least a majority thereof; provided, however , that a directo