Employment Agreement

           This Employment Agreement (this " Agreement "), dated as of August 13, 2009, to be effective as of May 5, 2009 (the “ Effective Date ”), is entered into between ACIES CORPORATION , a Nevada corporation, having a place of business at 132 West 36th Street, 3rd Floor, New York, New York 10018 (" Employer "), and OLEG FIRER , an individual (" Executive ").

WHEREAS , the parties were previously party to an Employment Agreement dated May 5, 2006, which expired on May 4, 2009 (the “ Prior Agreement ”);

WHEREAS , Employer desires to continue to employ Executive as its President and Chief Executive Officer; and

WHEREAS , Executive is willing to accept such continued employment on the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the mutual agreements set forth herein, Employer and Executive hereby agree as follows:

1.01           Employment. Employer agrees to, and does hereby, continue to employ Executive, and Executive agrees to, and does hereby accept such continued employment, upon the terms and subject to the conditions set forth in this Agreement. Executive represents and warrants to Employer that (A) Executive has the legal capacity to execute and perform this Agreement, (B) this Agreement is a valid and binding agreement enforceable against Executive according to its terms, and (C) the execution and performance of this Agreement by Executive does not violate the terms of any existing agreement or understanding to which Executive is a party or by which Executive otherwise may be bound.

1.02            Position, Duties and Authority. During the Term (as defined below), Executive shall serve as President and Chief Executive Officer of Employer and its subsidiary, Acies, Inc., and in such other position or capacity for Employer and/or its affiliates and subsidiaries as Employer may request, and shall have such responsibilities, duties and authority that are customary for the positions of President and Chief Executive Officer, subject at all times to the control and direction of the Board of Directors of Employer (the " Employer Board ") and the Board of Directors of Acies, Inc. (the " Acies, Inc. Board, " and together with the Employer Board, the " Boards ") and shall perform such services as customarily are provided by the President and Chief Executive Officer of a corporation and such other services consistent with his positions, as shall be assigned to him from time to time by the Boards. During the Term, Employer shall take reasonable and lawful actions to cause Executive to be re-nominated to serve on the Boards. During the Term, Executive shall (A) report to the Boards, (B) serve Employer and its affiliates and subsidiaries faithfully and to the best of Executive's ability, and (C) except during any period of illness or incapacity or vacation to which he is entitled, devote all of Executive's business time, attention, skill and efforts exclusively to the business and affairs of Employer and its affiliates and subsidiaries and the promotion of their interests; provided, however, Executive may engage in charitable, educational, religious, civic and similar types of activities and serve as a member of the board of directors of other entities to the extent that such activities and/or memberships do not inhibit or prohibit the performance of Executive's duties hereunder, inhibit, conflict with or compete with the business of Employer or its affiliates and subsidiaries, or otherwise violate the terms of Article V below and provided that Executive promptly discloses such activities and/or memberships to the Boards.

Nothing in this Section 2.01 shall be deemed to preclude Executive from making passive investments (constituting ownership of less than five (5%) percent of any class of equity interest) in a publicly held corporation, or passive investments (constituting ownership of less than a controlling interest) in a non-public business, firm or entity, so long as such investment does not interfere with Executive's duties to Employer, its affiliates or subsidiaries or otherwise violate the terms of the provisions set forth in Article V hereof. Executive shall perform his duties in a diligent manner; shall not engage in activities that are or could be detrimental to the existing or future business or reputation of Employer or its affiliates and subsidiaries; and shall observe and comply with all laws, customs, standards of business ethics and honest business practices, and policies and procedures of Employer and its affiliates and subsidiaries in place from time to time. Executive's principal base of operation for the performance of Executive's duties under this Agreement shall be in Miami, Florida; provided, however, that Executive shall perform such duties and responsibilities at such other places as shall from time to time be reasonably necessary to fulfill Executive's obligations under this Agreement in the discretion of Employer.

Furthermore, Executive shall not be precluded from serving on the Board of Directors of and/or performing services for Merchant Capital Holding Corp. or Star Capital Management, LLC or any of their subsidiary companies, which entities the Employer acknowledges currently provide services in competition with the Employer (the “ Excluded Businesses ”).

2.01         Term of Employment. Executive's employment under this Agreement shall commence on May 5, 2009 (the " Commencement Date ") and, subject to earlier termination pursuant to Article IV hereof, shall continue until May 4, 2012 (the " Term "); provided, however, unless either party hereto gives written notice to the other at least ninety (90) days prior to the expiration of the then-current Term that such party elects not to renew this Agreement, the then-current Term shall be automatically extended for additional one-year periods. The election of Employer or Executive not to extend the then-current Term, as provided in this Section 2.01, shall not be deemed to be a termination by Employer under Sections 4.01(A) or 4.01(B) or by Executive for Good Reason (as defined below) under Section 4.01(C), and, in such event, Executive only shall be entitled to the payments and benefits set forth in Section 4.02(B).

3.01          Compensation and Benefits. For all services rendered by Executive in any capacity during the Term, including, without limitation, services as an officer, director or member of any committee of Employer, or any subsidiary, affiliate or division thereof, Executive shall be compensated as follows (subject, in each case, to the provisions of Article IV below):

(A)        Base Salary. During the Term, Employer shall pay to Executive a base salary at the initial rate of $215,000 on an annualized basis (" Base Salary "). Executive's Base Salary shall be subject to periodic review (which shall occur at least annually) and such periodic adjustments as the Employer Board or the Compensation Committee of the Employer Board (the " Compensation Committee ") shall deem appropriate; provided, however, in no event shall any decrease in Executive's Base Salary be greater than the average percentage decrease applicable to Employer's and Acies, Inc.'s other employees. The term " Base Salary " as used in this Agreement shall refer to Base Salary as may be adjusted from time to time. Base Salary shall be payable in accordance with the customary payroll practices of Employer in place from time to time.

(B)        Bonuses.

(i)          Incentive Bonus. During the Term, Executive shall be eligible to earn periodically an incentive bonus (the " Incentive Bonus "). Qualification for, and the amount of, each Incentive Bonus shall be related to the achievement of milestones and/or objectives during the applicable performance period (the " Performance Period ") established by the Employer Board or the Compensation Committee from time to time. For the fiscal year ending 3/31/10, Executive shall be eligible to earn quarterly Incentive Bonus payments in the aggregate annual maximum amount of up to 70% of Executive's annualized Base Salary based upon the achievement of milestones and objectives established by the Employer Board relating to revenue growth, net income, and cash flow from operations. The Incentive Bonus milestones and objectives, amount, manner and method of payment, and applicable Performance Periods for periods following 3/31/10 shall be established by the Employer Board or the Compensation Committee in its discretion.

(ii)         Discretionary Bonus. During the Term, Executive also shall be eligible to earn a discretionary annual bonus, in such amount as may be determined by the Employer Board or the Compensation Committee (" Discretionary Bonus "). Qualification for the Discretionary Bonus and the amount of the Discretionary Bonus, if any, shall be determined by the Employer Board or the Compensation Committee based upon Employer's and its subsidiaries' financial performance and both a subjective and objective review of Executive's achievements throughout the applicable fiscal year which may include, without limitation, the extent to which Executive (a) achieved his goals and objectives for the fiscal year, (b) carried out the elements of Employer's and its subsidiaries' strategic plans, (c) was effective in dealing with challenges, (d) improved infrastructure, (e) achieved a significantly enhanced distribution network, (e) succeeded in obtaining financing, and (f) strengthened Employer's and its subsidiaries' management team, as well as other tangible and intangible factors in the Employer Board's or the Compensation Committee's discretion. The Discretionary Bonus, if any, shall be determined as of the end of each full fiscal year during the Term, payable within three and one-half (3.5) months after the last day of each such fiscal year. Executive's target Discretionary Bonus for the fiscal year ending 3/31/10 shall be 30% of Executive's annualized Base Salary; provided, however, the actual amount of the Discretionary Bonus, as determined by the Employer Board or the Compensation Committee, may be less than or greater than the target amount. Executive's target Discretionary Bonus for periods following 3/31/10 shall be determined by the Employer Board or the Compensation Committee in its discretion.

To be eligible to earn any Incentive Bonus (or any portion thereof), Executive must be employed by Employer on the last day of the applicable Performance Period. Further, to be eligible to receive any Discretionary Bonus (or portion thereof), Executive must be employed by Employer both at the time the amount of the Discretionary Bonus, if any, is determined, and at the time any such Discretionary Bonus is to be paid.

(i)           Immediately upon the execution of this Agreement, the Board of Directors of the Employer shall take whatever action necessary to approve, ratify and designate 1,000 shares of the Employer’s Series A Preferred Stock (with such terms and conditions as described in the Series A Preferred Stock Designation, attached hereto as Exhibit A (the “ Designation ”)). Following the approval, designation and valid filing of the Designation with the Secretary of State of Nevada, the Employer shall issue Executive all 1,000 shares of Series A Preferred Stock in consideration for Executive agreeing to the terms and condition of this Agreement, which shares shall be Executive’s sole property, and which ownership of such shares shall in no way be dependent on Executive’s performance of this Agreement or the Term hereof.

(ii)           During the Term, Executive shall be eligible to receive from time to time additional stock option grants and/or restricted stock awards in amounts to be approved by the Employer Board or the Compensation Committee in its sole discretion. The additional stock option grants and restricted stock awards, if any, will be based upon a combination of company performance and performance by Executive, as determined by the Employer Board or the Compensation Committee in its sole discretion. Such additional stock option grants or restricted stock awards will be subject to the terms and conditions established within any equity compensation plan as may be in place from time to time (" Equity Compensation Plan ") and a separate stock option grant or restricted stock award agreement between Employer and Executive that sets forth the terms and conditions of the award (e.g., exercise price, expiration date and vesting schedule of stock options; the restricted period and/or other restrictions such as performance objectives relating to stock awards). With respect to any option grants or restricted stock awards granted on or after the Commencement Date, the terms of the Equity Compensation Plan and the applicable stock option or restricted stock award agreement shall govern Executive's rights and obligations upon termination.

                      (D)          Benefits. During the Term, Executive shall be entitled to participate in all Employer's employee benefit plans and programs (excluding severance plans, if any) as Employer generally maintains from time to time during the Term for the benefit of its senior executive-level employees, in each case subject to the eligibility requirements, enrollment criteria and the other terms and provisions of such plans or programs. Employer may amend, modify or rescind any employee benefit plan or program and change employee contribution amounts to benefit costs without notice in its discretion.

                      (E)           Vacation, Sick and Personal Days. During the Term, Executive shall be entitled to paid vacation, sick and personal days in accordance with Employer's policies with respect to such vacation, sick and personal days in place from time to time.

3.02           Expenses. Executive shall be entitled to receive reimbursement from Employer for all reasonable out-of-pocket expenses incurred by Executive during the Term in connection with the performance of Executive's duties and obligations under this Agreement, according to Employer's expense account and reimbursement policies in place from time to time and provided that Executive shall submit reasonable documentation with respect to such expenses. During the Term, Employer also shall pay, or reimburse Executive, for the premium payments (not to exceed $1,350 per month) for an up to $1,000,000 whole life insurance policy naming Executive's designee as beneficiary. In addition, during the Term, Employer shall provide Executive with an automobile allowance in an amount not to exceed $1,500 per month, which allowance shall be intended to cover the cost of Executive's vehicle and insurance thereon, as well as all incidental costs incurred by the Executive related to the operation of the vehicle, including gas, maintenance, parking/garage and tolls.

4.01           Events of Termination. This Agreement and Executive's employment hereunder shall terminate upon the occurrence of any one or more of the following events:

                      (A)          Termination by Employer for Cause. Employer may, at its option, terminate this Agreement and Executive's employment hereunder for Cause (as defined herein) immediately upon giving notice of termination to Executive. As used in this Agreement, " Cause " shall mean Executive's (i) conviction of, guilty plea to or confession of guilt of a felony or act involving moral turpitude, (ii) commission of a fraudulent, illegal or dishonest act in respect of Employer or any of its affiliates or subsidiaries, (iii) willful misconduct or gross negligence that reasonably could be expected to be injurious in the reasonable discretion of Employer to the business, operations or reputation of Employer or any of its affiliates or subsidiaries (monetarily or otherwise), (iv) material violation of Employer's policies or procedures in effect from time to time; provided, however, to the extent that such violation is subject to cure, Executive shall have an opportunity to cure such violation within ten (10) days following written notice of such violation from Employer, (v) after a written warning and a ten (10) day opportunity to cure such non-performance, material failure or refusal to perform specific written directives consistent with his duties and responsibilities as set forth in Section 1.02, (vi) breach or threatened breach of Executive's obligation under Article V, or (vii) material breach of any other term of this Agreement; provided, however, to the extent such breach is subject to cure, Executive shall have an opportunity to cure such breach within ten (10) days following written notice such breach from Employer.

  For purposes of this Section 4.01(A), no act or failure to act, on the part of Executive, shall be considered " willful " unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of Employer. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Employer Board or based upon the advice of counsel for Employer shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of Employer. Employer's termination of the Executive's employment shall not be deemed to be for " Cause " unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Employer Board at a meeting of the Employer Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before such Employer Board), finding that, in the good faith opinion of the Employer Board, Executive is guilty of the conduct described in any of subparagraphs (i) through (vii) above, and specifying the particulars thereof in detail. Executive acknowledges and agrees that placing Executive on temporary paid leave pending a good faith inquiry into whether Executive has engaged in conduct that could constitute " Cause " under this Agreement shall not be considered Good Reason.

  (B)          Without Cause by Employer. Employer may, at its option, at any time terminate Executive's employment for no reason or for any reason whatsoever (other than for Cause or as a result of Executive's death or Disability) by providing thirty (30) days advance written notice to Executive of its intention to terminate this Agreement and Executive's employment hereunder. During all or a portion of the thirty (30) day notice period described in the preceding sentence, Employer may place Executive on a paid leave of absence, remove Executive from his position(s) with Employer and/or its affiliates and subsidiaries, and/or require Executive to provide services relating to the transition of his duties.

                      (C)          Termination By Executive. Executive may terminate this Agreement and Executive's employment hereunder without Good Reason by giving ninety (90) days prior written notice to Employer or for Good Reason by giving thirty (30) days prior written notice of termination to Employer; provided, however, that Employer reserves the right to accept Executive's notice of termination and to accelerate such notice and make Executive's termination effective immediately, or on any other date prior to Executive's intended last day of work as Employer deems appropriate. For purposes of this Agreement, " Good Reason " shall mean, in the absence of a written consent of Executive:

 (i)           any action by Employer that results in a material diminution in Executive's title, position, authority or duties from those contemplated by Section 1.02;

 (ii)           the failure of Employer to pay any amounts due to Executive or to fulfill any other material obligations to Executive under this Agreement;

 (iii)         a reduction in Executive's Base Salary, unless such reduction is not greater than the average percentage reduction in the base salary of Employer's and Acies, Inc's other employees;

 (iv)         a change by Employer in the location at which Executive performs his principal duties for Employer to a new location that is both (a) outside a radius of 35 miles from Executive's principal residence, and (b) more than 20 miles from the location at which Executive performs his principal duties for Employer immediately prior to the date on which such change occurs; or

 (v)          any failure by Employer to comply with and satisfy its obligations pursuant to Section 6.01(B) below.

Notwithstanding the foregoing, the occurrence of any of the events or actions described in clauses (i)-(v) (inclusive) above shall not constitute " Good Reason " if, within thirty (30) days after the giving by Executive of notice to Employer of the occurrence or existence of an event or circumstance that would otherwise constitute " Good Reason ", such event of circumstance has been fully corrected and Executive has been compensated for any actual damages or losses resulting therefrom.

  (D)          Death. In the event of Executive's death, this Agreement and Executive's employment hereunder shall automatically terminate on the date of death.

(E)           Disability. To the extent permitted by law, in the event of Executive's physical or mental disability that prevents Executive from performing Executive's duties under this Agreement for a period of at least 90 consecutive days in any 12-month period or 120 non-consecutive days in any 12-month period, Employer may terminate this Agreement and Executive's employment hereunder upon written notice to Executive.

(F)           Mutual Agreement. This Agreement and Executive's employment hereunder may be terminated at any time by the mutual agreement of Employer and Executive.

(G)           Expiration of Term. This Agreement and Executive's employment hereunder shall automatically terminate upon the expiration of the Term.

4.02         Employer's Obligations Upon Termination.

(A)          For Cause; Other than For Good Reason; Mutual Agreement. If, during the Term, Employer shall terminate this Agreement and Executive's employment hereunder for Cause, Executive shall terminate this Agreement and Executive's employment hereunder other than for Good Reason, or this Agreement and Executive's employment hereunder shall terminate by mutual agreement of the parties, then (i) Employer's sole obligation to Executive under this Agreement or otherwise shall be to: (a) on the next regular paydate following the date of termination, (1) pay to Executive any Base Salary earned, but not yet paid to Executive, prior to the date of such termination, (2) reimburse Executive for any expenses incurred by Executive through the date of termination, and (3) pay to Executive any accrued, but unused, vacation days through the date of termination; (b) pay to Executive any Incentive Bonus payments earned, but not yet paid or payable, with respect to a Performance Period that ended prior to the date of termination, which Incentive Bonus payments shall be payable on the date that such Incentive Bonus payments would otherwise be paid if Executive's employment had not terminated or, if such Incentive Bonus payments were due and payable on the date of termination, such Incentive Bonus payments shall be made on the next regular payroll date following the date of termination; and (c) pay and/or provide any amounts or benefits that are vested amounts or vested benefits or that Executive is otherwise entitled to receive under any plan, program, policy or practice (with the exception of those, if any relating to severance) on the date of termination, in accordance with such plan, program, policy or practice (clauses (a), (b) and (c) of this sentence are collectively referred to herein as the " Accrued Obligations "), (ii) any granted options pursuant t