EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT dated as of this 17th day of December, 2007 between Veramark Technologies, Inc., a Delaware corporation with its principal office located at 3750 Monroe Avenue, Pittsford, New York 14534 (the “Company”), and Anthony C. Mazzullo, an individual residing at [*], Fairport, New York 14450 (“Executive”).

      WHEREAS , the Company desires to employ Executive as President and Chief Executive Officer of the Company upon the terms and conditions hereinafter set forth, and

      WHEREAS , Executive desires to serve in such capacity upon the terms and conditions hereinafter set forth;

      NOW, THEREFORE , in consideration of the mutual covenants and agreements herein contained and intending to be bound, the parties agree as follows:

1. Employment — Duties .

     (a) The Company hereby agrees to employ Executive as President and Chief Executive of the Company, and Executive hereby accepts such employment by the Company. Executive shall report to, and be under the direction of the Company’s Board of Directors (the “Board”) or a duly authorized committee of the Board, and shall have such duties as may be specified by the Board that are consistent with Executive’s positions as President and Chief Executive Officer. Executive’s duties may be changed from time to time by the Board; provided, however, that Executive’s position, authority, duties and responsibilities shall be no less senior and executive in nature than those customarily performed by a president and chief executive officer. Executive shall perform his duties for the Company principally at the offices of the Company, provided, however, that Executive acknowledges and agrees that travel in furtherance of the Company’s business is required in connection with the performance of Executive’s duties hereunder. Executive agrees to devote his best efforts and all his business time, skills and attention exclusively to the business and the best interests of the Company. During the term of this Employment Agreement, Executive shall not engage in any other business activity; provided, however, that Executive may continue to manage the current real estate rental properties owned by him in Monroe County, New York, so long as doing so does not materially interfere in the reasonable opinion of the Board with the rendering by him of his services to the Company as contemplated in this Agreement.

     During the term of this Employment Agreement, Executive shall be nominated for election as a director commencing with the first annual meeting of stockholders to be held following the Commencement Date and at each annual meeting of stockholders following thereafter.

[*] Denotes expurgated information

2. Term .

     (a) Unless sooner terminated as provided in Section 5 of this Employment Agreement, the initial term of this Employment Agreement (the “Initial Term”) shall commence on January 1, 2008 (“Commencement Date”) and end on December 31, 2010. On January 1, 2009, and each anniversary thereafter, the term of this Employment Agreement will be automatically extended beyond the Initial Term for additional successive one-year periods unless either party notifies the other in writing not less than ninety (90) days prior to each anniversary of the Commencement Date that this Employment Agreement will not be extended.

     (b) The termination of this Employment Agreement, however arising, shall not affect any of the provisions hereof as are expressed to operate or have effect after the termination of Executive’s employment.

3. Compensation .

     (a)  Base Salary . From the Commencement Date, as compensation for Executive’s services, the Company shall pay to Executive a salary at the rate of Two Hundred Twenty-five Thousand Dollars ($225,000)) per annum (the “Salary”). The Salary shall be reviewed six (6) months from the Commencements Date (on or about July 1, 2008), twelve (12) months from the Commencement Date (on or about January 1, 2009) and annually thereafter, and may be increased (but not decreased) from period to period, based on reviews of Executive’s performance and as determined by the Board of Directors in its sole discretion. Any increase authorized by the Board shall be effective as of a date determined by the Board in its sole discretion.

     The Salary shall be payable in accordance with the executive payroll schedule in effect from time to time at the Company (currently on a bi-weekly basis), but in no event less frequently than monthly.

     (b)  Bonus .

          (i)  Annual Performance Bonus . As additional compensation for Executive’s services hereunder, Executive shall be eligible for an annual performance bonus (the “Performance Bonus”). Annually, and prior to the commencement of each calendar year, the Board or an authorized committee shall establish annual targets and objectives (the “Targets”), including total revenues and operating income performance targets (the “Financial Targets”) for Executive; provided, however, that the Targets for calendar 2008 shall be established on or before March 1, 2008. If the Targets are achieved for the applicable calendar year, Executive shall be entitled to a Performance Bonus payment of Sixty Thousand Dollars ($60,000). Should some, but less than all, of the Targets be achieved, Executive shall be entitled to a Performance Bonus payment established by the Board but in no event less than $20,000. In the event that both of the Financial Targets are exceeded, Executive shall receive an additional Performance Bonus payment of Twenty Thousand Dollars ($20,000)

for each ten percent (10%) that both the Targets are exceeded up to a maximum additional Performance Bonus payment of Sixty Thousand Dollars ($60,000) [at one hundred thirty percent (130%) of both of the Targets], for a maximum Performance Bonus award in any given calendar year of One Hundred Twenty Thousand Dollars ($120,000). The calculation of the Performance Bonus shall be determined by the Board in its sole discretion within thirty (30) days of the completion of the Company annual audit, which determination shall be final and binding, and paid within thirty (30) days of such calculation.

          (ii)  Restricted Stock Award . Executive shall be eligible for an award of Two Hundred Thousand (200,000) restricted shares (“Restricted Shares”) of the Common Stock of the Company subject to the terms and conditions of the Company’s 1998 Long-Term Incentive Plan (the “Plan”). The Restricted Shares are performance based and Executive shall be deemed to earn the such shares ratably over a three (3) year period upon the achievement of total revenue, operating profit, stock price and product development goals which shall be determined by the Board on or before March 31, 2008. Should Executive earn any of the Restricted Shares based on the goals established, the Company, at the request of Executive, agrees to purchase from the Executive up to fifty percent (50%) of the Restricted Shares earned in any calendar year. Any such purchase shall be at the option of the Executive upon written notice to the Company from the Executive within one year of the date such Restricted Shares are deemed earned. The purchase price for each such Restricted Shares shall be the fair market value of the Company’s common stock on the date such Restricted Shares were deemed earned, as determined by the Board, consistent with prior practice. Payment for such Restricted Shares shall be made within fifteen (15) days of receipt of the aforementioned notice and receipt of the certificate(s) representing the Restricted Shares duly endorsed by the Executive.

4. Benefit Plans, Vacations, Expenses .

     (a) During the term of this Employment Agreement, Executive shall be eligible to participate in all medical, disability, bonus, stock option, 401(k) or other benefit plans or arrangements generally made available by the Company to its executive employees, and other perquisites generally afforded from time to time to other executive employees of the Company. Without limiting the foregoing:

          (i) Company shall reimburse Executive for the payment by Executive of monthly dues in a country club and in a health club of Executive’s choosing up to an annual cost of Twelve Thousand Dollars ($12,000); and

          (ii) Executive shall be entitled to receive four (4) weeks of paid vacation in each full calendar year of this Employment Agreement.

          (iii) The Company shall reimburse Executive for reasonable expenses incurred by Executive in connection with performing services hereunder for the Company in accordance with the Company’s policies in effect from time to time for all executive officers of the Company; provided that such expenses are necessary and appropriate to Executive’s employment hereunder; and further provided that Executive submits to the Company written, itemized expense accounts and such additional substantiation and justification as the Company

may reasonably request.

5. Termination .

     (a)  Death . Executive’s employment hereunder shall terminate upon Executive’s death.

     (b)  Cause . The Company reserves the right to terminate this Employment Agreement and Executive’s employment with the Company for Cause. As used herein, “Cause” means:

          (i) Executive’s conviction for, or guilty plea or plea of nolo contendre with respect to, any felony or any lesser crime involving moral turpitude, theft or fraud;

          (ii) Executive’s misconduct or gross negligence which has resulted or is likely to result in material damage to the Company or its reputation and which is not cured within twenty (20) days after written notice specifying such misconduct or gross negligence, provided that Executive shall only be entitled to one (1) notice under this provision;

          (iii) Executive’s act of fraud, dishonesty, or theft in respect to the Company;

          (iv) Executive’s failure or refusal to perform any of his material duties or to carry out the lawful instructions of the Board or the President, which is not cured within thirty (30) days after written notice specifying the failure or refusal, provided that Executive shall only be entitled to one (1) notice under this provision;

          (v) Executive’s serious misconduct, unrelated to the Company’s business and affairs, which, in the reasonable opinion of the Board, will bring Executive or the Company into disrepute or seriously and prejudicially affect the interests of the Company, or

          (vi) Executive’s breach of any covenant set forth in Section 7 of this Employment Agreement.

     Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination (as hereinafter defined in Section 5(e) below) specifying the particulars thereof. Without limiting the foregoing, the Executive shall be afforded the opportunity to meet with the Board or an authorized committee of the Board to discuss and review the matters contained in the Notice of Termination.

     (c)  Disability . The Company reserves the right to terminate this Employment Agreement and Executive’s employment with the Company as a result of Executive’s Disability. As used herein “Disability” means Executive’s physical or mental disability or illness which renders Executive unable to perform the essential functions of Executive’s duties in a reasonably satisfactory manner under this Employment Agreement for a period of six (6) consecutive months or One Hundred Eighty (180) days within a twelve month (12) period.

     (d)  Voluntary Termination . Executive and the Company reserve the right to terminate this Employment Agreement and Executive’s employment with the Company by Voluntary Termination. As used herein, “Voluntary Termination” shall mean termination by (i) Executive on Executive’s own initiative or (ii) by the Company on the Company’s own initiative for reasons not specified under Sections 5(a) through Section 5(c). Each party shall give the other at least ninety (90) days prior written notice of any Voluntary Termination. If Executive gives a Notice of Termination p