OFFER

Prolink Solutions
LLC

Chief Operating Officer

CEO

April 15, 2005

Through December 31, 2006

Manage existing operations including service, installation, support, IT, engineering, research and development, purchasing, manufacturing, Interfacing between internal and external finance groups, sales personnel, executive team and board of director and key investors. Direct responsibly to grow, manage and develop new product development and material. Manage and develop the internal software systems to integrate service, finance and sales along with executive reporting which will provide accurate forecasting for revenue and assisting in fulfilling that forecast. Work with customers to obtain executive team standard for product acceptance. Provide an accurate and professional department forecast and budget. Develop and establish new compensation models and structures for the reporting line departments. Assist the Portfolio Department in restructuring of troubled accounts. Work closely with the Marketing Department to properly position and present our product and services to the market place. In addition assume responsibility of operating P and L. With integrated dotted line reporting authority for CFO and Sales department.

2005 -$210,000 annually (prorated effective 4/15/05 - 2006-$250,000 (subject to terms below) Payable Bi-weekly

The company will reimburse you for all approved expenses subject to company policy.

Standard benefits package as detailed in the Company handbook. Vacation to be four weeks per year for 2005 and 2006.

You will be eligible for a series of bonuses equal to 85% of your

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Chuck Sherman- Offer Letter

April 1, 2005