EMPLOYMENT AGREEMENT

1.             Employment; Position and Responsibilities; Term .

(a)          During the Agreement Term (as defined below), and subject to the terms of this Agreement, the Executive shall be employed by the Company and shall occupy the positions of Chief Financial Officer of the Company and President of Emtec Global Services LLC.  The Executive agrees to serve in such positions or in such other executive offices or positions with the Company or a Subsidiary (as defined below), as shall from time to time be determined by the Board of Directors (the “ Board ”).  The Executive represents that his employment with the Company does not violate any other agreement to which he is a party.

(b)          During the Agreement Term, the Executive shall report solely and directly to the Chief Executive Officer of the Company or his designee.

(c)          During the Agreement Term, while employed by the Company, the Executive shall devote his full time and best efforts to the business of the Company and shall perform all duties and services for and on behalf of the Company as shall be reasonably requested by the Chief Executive Officer of the Company, the Board or the Chairman of the Audit Committee, in their absolute discretion.  The Executive’s duties may include providing executive services for both the Company and the Subsidiaries, as determined by the Chief Executive Officer of the Company, the Board or the Chairman of the Audit Committee.

(d)          The term of employment under this Agreement shall commence on the Effective Date and, unless earlier terminated under Section 3 below, shall terminate as of the close of business on the day before the second anniversary of the Effective Date (the “ Agreement Term ”).  Thereafter, the Agreement Term may be extended annually for additional one-year periods with the mutual consent of the Company and the Executive.

(e)          For purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1(e):

(i)            “Change in Control” shall mean:

(1)           the acquisition after the Effective Date by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “ Exchange Act ”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the total voting power of the voting securities of the Company entitled to vote generally in the election of directors (the “ Voting Securities ”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition, directly or indirectly by or from the Company or any Subsidiary, by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary or by the Executive (whether directly or indirectly), (B) any acquisition by any underwriter in connection with any firm commitment underwriting of securities to be issued by the Company, (C) any acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) who, as of the Effective Date, beneficially owns 20% or more of the Voting Securities or (D) any acquisition by any corporation if, immediately following such acquisition, 50% or more of the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation (entitled to vote generally in the election of directors), are beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who, immediately prior to such acquisition, were the beneficial owners of the Voting Securities in substantially the same proportions, respectively, as their ownership, immediately prior to such acquisition of the Voting Securities;

(2)           the consummation after the Effective Date of (A) a complete liquidation or substantial dissolution of the Company or (B) the sale or other disposition, during any 12-month period ending on the date of the most recent sale or disposition, of assets of the Company that have a total gross fair market value equal to or more than 75% of the total gross fair market value of all of the assets of the Company immediately before such sale or disposition, in each case other than to a subsidiary, wholly-owned, directly or indirectly, by the Company or to a holding company of which the Company is a direct or indirect wholly owned subsidiary prior to such transaction; or

(3)           the occurrence of a merger, reorganization or consolidation, other than a merger, reorganization or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such merger, reorganization or consolidation, of the common stock of the Company (“ Common Stock ”) and the Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 50% or more of the then outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their respective ownership, immediately prior to such reorganization, merger or consolidation, of the Common Stock and the Voting Securities.

Notwithstanding the foregoing, a “Change in Control” shall not include any event, circumstance or transaction which results from the action of any entity or group which includes, is affiliated with, or is wholly or partially controlled by, one or more executive officers of the Company and in which the Executive participates (whether directly or indirectly).

(ii)           “ Good Reason ” shall mean, following the occurrence of a Change in Control, a material reduction by the Company in the Executive’s Base Salary from the rate in effect immediately prior to such Change in Control.

(iii)            Subsidiary ” shall mean any corporation, partnership, joint venture or other entity during any period in which at least a 50% interest in such entity is owned, directly or indirectly, by the Company (or a successor to the Company).

2.             Compensation and Other Benefits .

(a)          Base Salary .  During the Agreement Term, the Executive shall receive an annual base salary (“ Base Salary ”), payable in accordance with the Company’s normal payroll practices, of $275,000.  The Base Salary may be increased by the Company’s Chief Executive Officer or the Company’s Compensation Committee, in his or its discretion.

(b)          Bonus .  In respect of each fiscal year ending during the Agreement Term, the Executive shall participate in the Company’s Annual Incentive Plan (the “ AIP ”) as maintained by the Company for the benefit of senior executives, and shall be eligible to receive an annual bonus (the “ Bonus ”) if the Executive and/or the Company achieve performance goals established by the Board in good faith and consistent with the AIP.  Such Bonus shall be payable in accordance with the terms of the AIP, but in no event may be paid later than March 15 ^th next following the close of the fiscal year to which the Bonus relates.

(c)          Equity .  Within a reasonable period of time following the Effective Date, the Company shall grant to the Executive under the Company’s 2006 Stock-Based Incentive Compensation Plan (the “ Plan ”) (i) in consideration of the Executive’s service on the Board during the 2009 fiscal year through the Effective Date, a fully vested non-qualified stock option to purchase 5,000 shares of Common Stock and (ii) 137,500 shares of restricted stock, which restricted stock shall vest in equal annual installments on each of the first four anniversaries of the Effective Date, provided that the Executive remains employed by the Company on such vesting date (the “ Restricted Stock ”).  Notwithstanding the foregoing, the Restricted Stock shall, to the extent then outstanding and unvested, become 100% vested in the event of the Executive’s termination of employment during the Agreement Term due to his death or Disability (as defined below).  Each of the equity grants described in this Section 2(c) shall be subject to the terms and conditions of the Plan and such other terms and conditions as determined by the Company and set forth in the award agreements evidencing such grants.

(d)          Employee Benefits .  During the Agreement Term, the Executive shall be entitled to participate on the same basis as the other executive employees of the Company, in any pension, retirement, savings, medical, disability or other welfare benefit plans maintained by the Company from time to time and in accordance with the terms thereof.

(e)          Expense Reimbursement .  During the Agreement Term, the Company shall reimburse the Executive for all out-of-pocket travel, lodging, meal and other reasonable expenses incurred by him in connection with his performance of services hereunder, upon submission of appropriate evidence, in accordance with the Company’s policy, of the incurrence and purpose of each such expense and otherwise in accordance with the Company’s business travel and expense reimbursement policy as in effect from time to time.

(f)          Vacation .  During the Agreement Term, Executive shall be entitled to four weeks of paid vacation on an annualized basis.  Vacation shall be prorated for part of a year worked.  Such vacation shall be taken at such times as shall be approved by the Company, in the reasonable exercise of its discretion.

3.            Termination of Employment .  The Executive’s employment with the Company during the Agreement Term may be terminated by the Company or the Executive without breach of this Agreement only as provided in this Section 3.

(a)          Termination Due to Disability .  The Executive’s employment hereunder may be terminated by the Company in the event of the Executive’s Disability.  For purposes of this Agreement, “ Disability ” shall mean that the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.  The determination of the Executive’s Disability shall ( i ) be made by an independent physician selected by the Company and the Executive (provided that if the Executive and the Company cannot agree as to such an independent physician, each shall appoint one physician and those two physicians shall appoint a third physician who shall make such determination), ( ii ) be final and binding on the parties hereto and ( iii ) be made taking into account such competent medical evidence as shall be presented to such independent physician by the Executive and/or the Company or by any physician or group of physicians or other competent medical experts employed by the Executive and/or the Company to advise such independent physician.

(b)          Termination Due to Death .  The Executive’s employment hereunder shall terminate upon the Executive’s death.

(c)          Termination by the Company for Cause .  The Company may immediately terminate the Executive’s employment hereunder at any time for Cause (as defined below).  “ Cause ” shall mean ( i ) the continued failure of the Executive substantially to perform his duties hereunder or his negligent performance of such duties (other than any such failure due to the Executive’s physical or mental illness), ( ii ) the Executive having engaged in misconduct that has caused or is reasonably expected to result in material injury to the Company or any of its Subsidiaries, ( iii ) a material violation by the Executive of a Company policy, ( iv ) the breach by the Executive of any of his material obligations hereunder or under any other written agreement or covenant with the Company or any of its Subsidiaries, ( v ) a material failure by the Executive to timely comply with a lawful direction or instruction given to him by the Board, the Chairman of the Audit Committee or the Company’s Chief Executive Officer, ( vi ) the Executive having been convicted of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony or a misdemeanor involving moral turpitude (or comparable crime in any jurisdiction that uses a different nomenclature), including any offense involving dishonesty as such dishonesty relates to the Company’s assets or business or the theft of Company property and ( vii ) the Executive’s insobriety or use of illegal drugs, chemicals or controlled substances either ( A ) in the course of performing the Executive’s duties and responsibilities under this Agreement, or ( B ) otherwise affecting the ability of the Executive to perform the same.  In the event of litigation concerning the Company’s termination of Executive for Cause, the Company shall prove that it terminated the Executive for Cause by a standard of clear and convincing evidence.  In the case of a termination for Cause as described in clauses (i), (ii), (iii), (iv) and (v) of this Section, the Board or the Chief Executive Officer, as applicable, shall give the Executive written notice of its or his intention to terminate him for Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based.  The Executive shall have ten (10) days, after receiving such special notice, to cure such grounds, to the extent such cure is possible (as reasonably determined by the Board in its sole discretion).  If he fails to cure such grounds to the Board’s reasonable satisfaction, the Executive shall thereupon be terminated for Cause.

(d)          Termination by Company Without Cause .  The Company may terminate the Executive’s employment hereunder at any time Without Cause (as defined below) by giving the Executive prior written Notice of Termination (as defined below), which notice shall be effective immediately, or at such later time as specified in such notice.  A termination “ Without Cause ” shall mean a termination of the Executive’s employment by the Company other than as a result of his Disability or for Cause.  Notwithstanding the foregoing provisions of this Section 3(d), if the Executive’s employment is terminated by the Company in accordance with this Section 3(d) and, within a reasonable time period thereafter, it is determined by the Board that circumstances existed which would have constituted a basis for termination of the Executive’s employment for Cause in accordance with Section 3(c), the Executive’s employment will be deemed to have been terminated for Cause in accordance with Paragraph 3(c).

(e)          Termination by the Executive for Good Reason .  The Executive may terminate his employment under this Agreement for Good Reason by providing the Company with a Notice of Termination specifying the actions giving rise to Good Reason within 30 days after the occurrence of such actions; provided, however, that the Company shall have a period of 30 days following receipt of such Notice of Termination to cure such actions.

(f)          Voluntary Termination by the Executive Without Good Reason .  The Executive may voluntarily terminate his employment hereunder without Good Reason at any time by giving the Company prior written Notice of Termination at least 90 days prior to such termination; provided that the Board may, in its sole discretion, terminate the Executive’s employment hereunder prior to the expiration of the 90-day notice period; further provided, that, for all purposes of this Agreement, such termination shall be deemed a voluntary termination of employment by the Executive without Good Reason.  In such event and upon the expiration of such 90-day period (or such shorter time as the Board in its sole discretion may determine), the Executive’s employment hereunder shall immediately and automatically terminate.

(g)          Notice of Termination .  Any termination of the Executive’s employment by Company or the Executive, other than a termination due to the Executive’s death, shall be communicated by a written Notice of Termination addressed to the appropriate party.  A “ Notice of Termination ” shall mean a notice that indicates the Date of Termination (as defined below), which shall not be earlier than the date on which the notice is provided, which indicates the specific termination provision in this Agreement relied on and which sets forth in reasonable detail the facts and circumstances, if any, claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

(h)         For purposes of this Agreement, the “ Date of Termination ” is the last day that the Executive is employed by the Company, provided the Executive’s employment is terminated in accordance with the foregoing provisions of this Section 3.

(i)          Resignation upon Termination .  As of the Date of Termination, the Executive shall resign, in writing, from all positions then held by him with the Company and its Subsidiaries.

(j)          Cessation of Professional Activity .  Upon delivery of a Notice of Termination by any party, the Company may relieve the Executive of his responsibilities and require the Executive to immediately cease all professional activity on behalf of the Company.  In addition, in the event that the Board determines that there is a reasonable basis for it to investigate whether circumstances exist that would, if true, permit the Company to terminate the Executive’s employment for Cause, the Board may relieve the Executive of his responsibilities during the pendency of such investigation.

4.            Payments Upon Certain Terminations .

(a)          General .  If, during the Agreement Term, the Executive’s employment terminates for any reason, the Executive (or his estate, beneficiary or legal representative) shall be entitled to receive the following:

(i)         any earned or accrued but unpaid Base Salary through the Date of Termination (including, except in the case of a termination for Cause, with respect to unused vacation time); and

(ii)         all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company (other than relating to severance) in which the Executive was a participant during his employment with Company in accordance with the terms thereof; provided that the foregoing shall not be construed as