EMPLOYMENT AGREEMENT

Exhibit 10.2

EMPLOYMENT AGREEMENT

General Information

Terms and Conditions

Throughout this Agreement, the Employer will be referred to as “we”, “us” or “our” and the Employee will be referred to as “you” or “your”. The above General Information, these Terms and Conditions, the compensation agreed upon between you and us (which is presumed to be the compensation we pay you), those benefits for which you are eligible under our benefit programs (as they may be modified from time to time) and any schedules or attachments, together make up the Employee’s Employment Agreement (“Agreement”).

1. Services to be Rendered . As our Employee, you agree to use your best efforts to perform those services for us as we may direct and to supervise and direct all personnel employed by us who are under your control. You agree that you will not during the term of this Agreement, directly or indirectly, render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without our prior written consent.

2. Company Policies . You agree to abide by and comply with all of our practices and policies.

3. Confidentiality and Property Rights .

(a) You acknowledge that in the course of your employment by us you will have access to and be exposed to valuable confidential and trade secret information of ours and our customers. You agree, during the term of your employment and forever thereafter, to keep confidential all information and material of ours or our customers (“Confidential Information”) that relates to our or our customers’ business, employees, customers, vendors or other parties we do business with and excluding only information that is or becomes public knowledge through no fault or participation by you or information which we no longer treat as confidential. You agree to keep in strictest confidence and not to disclose, use, copy or make available to others any Confidential Information except as is required in the course of your performing services hereunder or with our prior written permission. Nothing contained in this Section 3(a) shall be construed to restrict your right to discuss your working conditions with others.

(b) All documents, manuals, bids, contracts, financial data, customer lists and information, employee and applicant lists and information, systems for recruitment and sales, equipment, hardware, software, source code, data bases, designs, drawings, plans, data and the like (including all copies thereof), relating to our business or our customers’ business, which you use, prepare or come into contact with, will remain our or our customers’ exclusive property and must be returned to us promptly upon our request or upon termination of your employment with us for any reason.

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(c) You agree that all work product, inventions, innovations, concepts, developments, designs, processes, procedures and improvements (“Inventions”) which are made or conceived by you, under your direction or by you jointly with others during the course of your employment with us or within six months after the termination of your employment with us (including Inventions created outside of working hours), whether or not patentable or copyrightable, will be work made for hire and our sole property if related to our business or if created using our resources. You also agree that any copyrights and other proprietary interests in such Inventions will belong to us, and you will promptly and completely disclose and assign all those Inventions to us. You agree that, from time to time as we may request, you will sign all documents and do all other things which may be necessary to secure or establish our ownership of such Inventions and we will reimburse you for the actual and reasonable expenses you incur in this regard. Your knowledge base, experience, expertise and skillets will belong exclusively to you and are excluded from this Agreement. Any of your Inventions which were recorded or written by you before entering into this Agreement are also excluded from this Agreement and shall belong to you provided that you do not incorporate any such Inventions into any work product created for us.

(d) The provisions of this Section 3 are for our benefit and we will have all rights and remedies to enforce such provisions. Where a provision grants rights alternatively to us or our customers, we shall determine in our sole discretion, the appropriate allocation of such rights.

4. Restrictive Covenants . You acknowledge that, as part of our management team, you will be put in a position of trust and confidence and have access to Confidential Information, including information about our operations and employees, you will be in contact with customers and prospective customers, you will participate in the preparation and submission of bids and proposals to customers and prospective customers, and you will have a role in the formulation and implementation of our strategic plans. Accordingly, for good and valuable consideration, the adequacy of which is hereby acknowledged by you, you specifically agree that it is both reasonable and essential for the protection of our business interests that you agree to the restrictions set forth in Section 5 and Section 6 below.

5. Restrictions Against Post-Employment Solicitation .

(a) If your employment is terminated for any reason, including resignation by you or termination by us, with or without Cause (see Section 8(a) below) , then for a period of one (1) year immediately following the termination of your employment, you agree that you will not, on your own or on behalf of or in connection with anyone else:

(i) directly or indirectly solicit, interfere with or attempt to entice away from us, any employee of ours; or

(ii) directly or indirectly solicit, interfere with or attempt to entice away from us, for the purpose of providing services which are competitive to any services we performed in the six months prior to your termination: (x) any individual, business or entity that became a customer of ours as a result of your efforts individually or jointly, (y) any customer whom you serviced while you were employed by us if they are a then-current customer of ours, or (z) any individual, business or entity whom you solicited, or participated in soliciting, during the last twelve months that you were employed by us. You specifically agree that this subsection 5(b)(ii) is necessary to protect, among other things, the following trade secrets belonging to us: our customer list, including the names, addresses and identity of all customers who have sought to fill assignments through us within the six months prior to your termination and including the names, addresses and identity of all applicant customers of ours.

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(b) You agree that the time periods for your obligations set forth in this Section 5 will be extended beyond the time periods specified by the length of time of any breach of those obligations by you.

(c) Where any portion of this Section 5 is determined to be invalid by a court of competent jurisdiction, you and we agree that it is our mutual desire and intention that such court modify the invalid portion by making the narrowest possible change which will result in validity of the provision. Any such invalidity shall not affect the validity of any of the other portions of this Section 5 or any other part of this Agreement.

6. Restrictions Against Post-Employment Competition .

(a) If your employment is terminated for any reason, including resignation by you or termination by us, with or without Cause, then for the applicable time period set forth in subsection (b) below, you agree that you will not, within the Territory (defined below), as an employee, agent, representative, consultant, independent contractor or in any other capacity or manner whatsoever, perform services or assist another to perform services on behalf of any Competing Business (defined below), where the services you perform or assist another to perform are the same as, substantially similar to or related to the services you performed as our employee. You may not do indirectly under this provision what you are prohibited from doing directly. Accordingly, your supervision or coaching of another person who performs services which are the same as, substantially similar or related to services you performed as our employee is prohibited. So, too, is your performance of services which violate this provision even though you may perform additional services for the Competing Business which do not violate this provision.

(b) (i) If your employment is terminated by us other than for Cause and under our policy you are eligible to receive a severance package, subsection (a) above shall extend for the same period that you are eligible to receive severance payments under that package. In order to receive that package, you will be required to sign an agreement in such form as we may prescribe that will contain, among other things, a Release and Waiver of Claims and a restatement of your obligations under this Section 6. The severance payments will constitute consideration for the Release and will constitute additional consideration for the performance of your obligations under this Section 6. Any decision by you not to accept severance under our approved severance package will not affect the validity or enforceability of this Section 6.

(ii) If your employment is terminated by us other than for Cause and you are not eligible to receive a severance package, or if you resign your employment, then provided that we notify you in writing within fourteen days following your termination, subsection (a) above shall extend for so long as we pay you periodic amounts equal to one-half of the rate of base salary you were being paid at the time of your termination, for a period of time not to exceed six months; provided that we may discontinue such periodic payments at any time upon written notice to you and your obligations under subsection (a) above shall cease.

(iii) If your employment is terminated for Cause, then subsection (a) above shall extend for six months following the last date of your employment.

(c) (i) “Territory” means a fifty (50) mile radius surrounding the primary office where you are located and a fifty (50) mile radius surrounding any other Employer office over which you have supervisory responsibility or responsibility for a sales, service delivery or operations function.

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