Terms and Conditions of Engagement

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1550 Caton Center Drive,  Suite E

Baltimore, MD 21227

Exhibit 10.5

Terms and Conditions of Engagement

The following terms and conditions are applicable to of the Company's rules and regulation as pertains to a public company, and by accepting engagement, you (referred to herein as "Consultant") agree to be bound by these terms and conditions, as well as the terms and conditions separately agreed between you and the Company regarding duties, compensation, benefits, etc.  These terms are not intended to limit the Company's rights under general principles of law regarding the matters described below.  Consultant and the Company agree that if the terms contained herein conflict with the terms of the engagement agreement to which this is annexed, the engagement agreement shall govern.   Consultant shall function as a member of the Advisory Board and shall be engaged under the terms and conditions as following.

1.       Disclosure of Information.

1.1

In the course of Consultant's engagement hereunder, Consultant will receive, contribute to the production of, or become privy to the Company's Confidential Information (as hereinafter defined).

1.2

Consultant agrees that during Consultant’s engagement by Company and for a period of three (3) years thereafter, Consultant shall hold in confidence and shall not directly or indirectly reveal, report, publish, copy, duplicate, disclose or transfer any of the Confidential Information to any person or entity, or utilize any of the Confidential Information for any purpose, except in the course of Consultant’s work for Company.  Consultant agrees that during Consultant’s engagement by Company and in perpetuity thereafter, Consultant shall hold in confidence and shall not directly or indirectly reveal, report, publish, copy, duplicate, disclose, transfer or otherwise misappropriate any Confidential Information to any person or entity, or utilize such Confidential Information for any purpose, except within the course of Consultant’s engagement with Company.¹

1.3

All notes, data, reference materials, sketches, drawings, memoranda, documentation and records in any form or media in any way incorporating or reflecting any Confidential Information of Company shall belong exclusively to Company.  Upon termination of his engagement for any reason, or at any time Company may request prior thereto, Consultant shall immediately surrender and turn over to Company any of Company’s property whatsoever and all Confidential Information of Company, whether the same be in writing, print, copy, audio or video tape, computer program or disc, picture, or any other medium whatsoever, and whether appearing in original documents, summaries, excerpts, abstracts or other formats, and shall provide Company with all information necessary to access and use said Confidential Information.  Consultant shall have no right to retain any originals or copies of the foregoing for any reason whatsoever after termination of his engagement hereunder without the express prior written consent of Company and, upon termination, Consultant shall certify in writing that he no longer possesses and has not distributed or retained any Confidential Information of Company or any of Company’s property whatsoever.

1.4

Notwithstanding the terms of this Agreement, the obligation of Consultant to protect the confidentiality of any Confidential Information shall terminate as to any information or materials which:  (i) are, or become, public knowledge through no act or failure to act of Consultant; (ii) are publicly disclosed by the proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by Consultant from a third party after reasonable inquiry regarding the authority of such third party to possess and divulge the same; (iv) are independently developed by Consultant from sources or through persons that Consultant can demonstrate had no access to Confidential Information; or (v) are lawfully known by Consultant at the time of disclosure other than by reason of discussions with or disclosures by Company.

1.5

As used in this Agreement, “Confidential Information” means information or material, whether oral or written, that is proprietary to Company or designated (either expressly or by virtue of the manner in which such information or material is traditionally treated in business settings) as Confidential Information by Company

1

 For the stated duties Consultant shall receive 10,000 per month effective January 2, 2005

 1

and not generally known by non-Company personnel, which Consultant may develop or which Consultant may receive, obtain knowledge of or become privy to through or as a result of Consultant’s relationship with Company (including information conceived, originated, discovered or developed in whole or in part by Consultant).  “Confidential Information” includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing): trade secrets, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, names of consultants and information related to them, customer names, contacts, and other information related to customers, price lists, pricing policies, and financial data, information and projections.  “Confidential Information” also includes any information described above which Company obtains from another party and which Company treats as proprietary or designates as “Confidential Information”, whether or not owned or developed by Company.  Information that is publicly known and that is generally employed by the trade or generic information or knowledge which Consultant would have learned in the course of similar work elsewhere in the trade is not intended to and shall be deemed not to be a part of the “Confidential Information”.

2.

Agreement Not to Solicit Customers.  Consultant agrees that during his engagement by Company and for a period of one (1) year following termination of such engagement for any reason whatsoever, Consultant shall not, either directly or indirectly, on his own behalf or in the service of or on behalf of others actively solicit, or attempt to solicit, initiate contact with, or call upon any clients or actively sought prospective clients of Company with whom Consultant had material contact during his engagement with Company, for the purpose of soliciting, selling, diverting to or otherwise providing services on behalf of any business entity  which engages in the business of design, manufacture or sale of information security