EMPLOYEE INVENTION AGREEMENT

EXHIBIT 10.25

EMPLOYEE INVENTION AGREEMENT

This EMPLOYEE INVENTION AGREEMENT (this “Agreement”), dated April 29, 2005 is made between HazTrain, Inc., a Maryland corporation having a principal place of business at 10485 Theodore Greene Blvd., White Plains, MD 20695 (hereinafter “Company”) and Timothy J. Czysz, residing at 14707 Banks O’Dee Road, Newburg, MD 20664 (hereinafter “Employee”).

A. The Company has offered Employee employment as an at-will employee of Employer to perform certain job functions as described in the employee’s offer letter and/ or as given to Employee from time to time by Employee’s supervisor.

B. During the course of Employee’s employment with the Company, the Employee may be involved in research, development, design and manufacture of various products, works, processes, and the like, and as a result of such employment, Employee may make discoveries, conceptions, designs, innovations, improvements, or inventions (hereinafter referred to as “Inventions”), whether patentable or unpatentable, and/or create copyrightable subject matter (hereinafter referred to as “Copyrightable Works”) and, in fact, is likely to do so.

C. One purpose of Employee’s employment by the Company is that Employee shall, if possible, make Inventions and/or create Copyrightable Works, and in furtherance of that purpose and other purposes of Employee’s employment, the Company may make available to Employee confidential technical and business information, including trade secrets, on which Company’s business depends.

     NOW, THEREFORE, in consideration of Employee’s employment and continued employment by Company, the Employee covenants and agrees with the Employer as follows:

     1. During or subsequent to the period of Employee’s employment with the Company, the Employee will promptly and fully disclose to the Company all Inventions conceived or reduced to practice by the Employee, alone or jointly with others, during the period of the Employee’s employment with the Company, and all Copyrightable Works created by the Employee, alone or jointly with others, during such period. The Employee shall also promptly provide the Company with all records or documents pertaining to any such Inventions and/or Copyrightable Works. Except as provided in Section 2, the Employee will and hereby does assign to the Company all of the Employee’s right, title and interest in such Inventions, and in any patents or patent applications directed to such Inventions, and the Employee hereby acknowledges that such Copyrightable Works are “works made for hire” under the copyright laws, and if for any reason such Copyrightable Works are adjudged not “works made for hire,” the Employee will and hereby does assign to the Company all of the Employee’s right, title and interest in such Copyrightable Works and in all copyrights therein. During or subsequent to the period of the Employee’s employment with the Company, the Employee will assist the Company and the Company’s attorneys, without further compensation but at no expense to the Employee, to file and obtain patents in the Untied States and in foreign countries on any such Inventions and file for registration of copyrights to any such Copyrightable Works, including executing necessary documents and assignments. The Employee shall further render assistance to the Company and the Company’s attorneys in any administrative proceeding (including, without limitation, proceedings with respect to patent and copyright applications and interferences) and in any judicial proceeding pertaining to the Inventions and/or Copyrightable Works referred to herein.

Timothy J. Czysz		Employee Initials: ___
HazTrain, Inc.
Employee Invention Agreement
Page 1 of 4

     2. The Employee’s obligations under Section 1 hereof does not obligate the Employee to assign to the Company any Invention or Copyrightable Work that, in the reasonable judgment of the Company, does not relate to the business, research, development, design or manufacturing or non-manufacturing efforts in which the Company is engaged during the period of the Employee’s employment, or reasonably expects to be engaged.

     3. All proprietary, confidential and other sensitive information of the Company and its affiliates that the Employee becomes aware of or has access to during the term of the Employee’s employment with the Company shall be governed by the terms of the Employee Non-Disclosure and Proprietary Information Agreement executed and delivered by the Employee to the Company.

     4. If the Employee breaches any of the covenants contained in this Agreement, it is specifically understood and agreed that the Company would suffer irreparable injury and shall for that reason be entitled, in addition to any other remedies which it may have, to equitable relief by way of injunction or otherwise.

     5. The Employee’s obligations hereunder may not be changed or modified, released, discharged, waived, abandoned, or terminated, in whole or in part, except by an instrument in writing signed by an authorized officer of the Company.