US MEDSYS CORP
EMPLOYMENT CONTRACT - NANCY POMPOSELLO
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<TYPE>EX-10.5
<SEQUENCE>2
<FILENAME>d20466exv10w5.txt
<DESCRIPTION>EMPLOYMENT CONTRACT - NANCY POMPOSELLO
<TEXT>
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                                                                    EXHIBIT 10.5

                               EMPLOYMENT CONTRACT

This Employment Contract ("Contract" or "Agreement") is entered in to this 3rd
day of November, 2004 by and between Nancy Pomposello ("Executive") and U.S.
MEDSYS CORP. ("Company"). Executive and Company are sometimes referred to
collectively herein as the "Parties."

                              W I T N E S S E T H :

      WHEREAS, the Company desires to enter into the Agreement in order to
employ Executive according to the terms set forth in this Agreement; and

      WHEREAS, Executive desires to accept such employment upon the terms set
forth in the Agreement;

      NOW THEREFORE, in consideration of the promises and mutual covenants
contained herein and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the Parties agree as follows:

      1. EMPLOYMENT.

      (a) The Company hereby employs (the "Employment") Executive as Director of
Marketing. It is the intention of the Parties to vest full authority to control
all marketing operations of the Company with Executive, subject to the oversight
of the Company's Chief Executive Officer ("CEO") and Board of Directors of the
Company (the "Company Board"). Executive hereby accepts the Employment and
agrees to: (i) render such executive services; (ii) perform such executive
duties; and (iii) exercise such executive supervision and powers to, for and
with respect to the Company for the period and upon the terms set forth in this
Agreement.

      (b) Executive's primary place of employment will be based at the Company's
principle executive offices, which during the Term shall be at 411 Route 17
South, Hasbrouck Heights, New Jersey.

      2. TERM. Except as otherwise specifically provided in Section 5 below, the
term of this Agreement (including any renewal periods, the "Term") shall
commence on November 3, 2004 (the "Effective Date"), and shall continue until
November 3, 2007, unless sooner terminated pursuant to and accordance with the
provisions set forth in

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Section 5 of this Agreement; provided, however, this Agreement shall be
automatically renewed for subsequent three (3) year periods each November 3
commencing on November 3, 2007, unless either party provides the other with
written notice at least 60 days prior to the expiry of the then applicable Term
that they with to terminate the agreement at the end of such Term.

      3. COMPENSATION.

      3.1. BASE SALARY. Executive shall be paid a base salary (the "Base
Salary") at an annual rate of one hundred and twenty five thousand dollars
($125,000), payable in equal monthly installments. During the Term, the Base
Salary shall be reviewed at least annually by the Company Board, and may not be
decreased in connection with any such review. Any increase in the Base Salary
effected at such review shall not serve to limit or reduce any other obligation
to Executive under this Agreement. The Base Salary shall not be reduced after
any such increase and the term "Base Salary" shall refer to the Base Salary as
so increased.

      3.2. NEW ACCOUNTS. Executive shall be paid an amount equal to two percent
(2%) of all Gross Revenue directly or indirectly derived from or related to New
Accounts ("New Account Compensation"). New Account Compensation will be paid to
Executive on a monthly basis promptly following the Company's or its affiliate's
receipt of the applicable Gross Revenue. For purposes of this Agreement,
"Account" means any contract, agreement, arrangement or understanding with any
person listed on Schedule A hereto, as it may be amended or supplemented from
time to time; "Gross Revenue" means all revenue of the Company or any of its
affiliates; "New Account" means any Account with any person who is not a
participant in the Company's networks, a recipient of services from or a
purchaser of products of the Company as of the date of the applicable contract,
agreement, arrangement or understanding. "Renewal Account" means with respect to
any Account which is renewed or extended in accordance with its terms, such
Account from and after such renewal or extension.

      3.3. RENEWAL ACCOUNTS. Executive shall be entitled to receive one percent
(1%) of all Gross Revenue derived from or related to Renewal Accounts ("Renewal
Account Compensation"). Renewal Account Compensation will be paid to Executive
on

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a monthly basis promptly following the Company's or its affiliate's receipt of
the applicable Gross Revenue.

      3.4 AUTO ALLOWANCE. Executive shall receive the equivalent of $600.00 per
month for auto expenses on an after tax basis, computed using a 40% marginal tax
rate. In addition, Executive shall also be reimbursed in full for all business
related fuel, tolls, and parking costs..

      3.5 HEALTH INSURANCE. During the Term, (i) Executive shall be entitled to
participate in all incentive, savings and retirement plans, practices, policies
and programs of the Company and any affiliated companies to the same extent as
senior executives of the Company, if, as and when the Company adopts any such
plans, practices, policies and programs; and (ii) Executive and/or Executive's
family shall be eligible for participation in, and shall receive all benefits
under, all welfare benefit plans, practices, policies and programs provided by
the Company and its affiliated companies (including, without limitation,
medical, prescription, dental, disability, salary continuance, employee life
insurance, group life insurance, accidental death and travel accident insurance
plans and programs) to the same extent as senior executives of the Company, if,
as and when the Company adopts any such plans, practices, policies and programs.
In addition, the Company shall reimburse Executive for all of her COBRA payments
and other related costs to maintain her current health insurance benefits until
Executive is participating, without exclusions, in comparable welfare benefit
plans, practices, policies and programs provided by the Company and its
affiliated companies.

      3.6 VACATION AND SICK TIME. Executive shall be entitled to three weeks'
paid vacation per year and up to ten paid sick/personal days per year; provided
that, subject to, and in accordance with, Company policies applicable to all
similarly situated executives, any vacation not taken during any given year
shall accrue and must be taken by Executive by April 30th of the subsequent
year.

      3.7 STOCK OPTION PLAN. As soon as practicable following the first business
day of each calendar quarter, the Company Board or applicable committee thereof
shall grant to Executive that number of fully vested stock options as set forth
in this Section 3.7 with an exercise price not to exceed the Company's then
current stock price on the date of the grant, which options may be granted
pursuant to Company stock option plans

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if such plans are in effect and permit such grants; provided that the failure of
the Company to adopt any such plans or have availability thereunder shall in no
way diminish the Company's obligations with respect to the applicable grants;
moreover, to the extent that approval of the Company's stockholders is required
to give effect to this Section 3.7 or Section 5.3(c)(i)(C) or any grants
pursuant to this Section 3.7 or Section 5.3(c)(i)(C), the Company agrees to
submit such grants for stockholder approval and recommend the approval thereof
at the next meeting of stockholders or action by written consent. The Executive
shall be entitled to that number of options, rounded up to the nearest whole
number, as is equal to the sum of (i) the New Account Compensation and (ii) the
Renewal Account Compensation earned during the prior calendar quarter, divided
by the average of the closing stock prices for the most recent 30 consecutive
full trading days preceding the date of grant.

      4. EXPENSES. Executive is expected and is authorized, to incur to incur
expenses in the performance of her duties hereunder, including, without
limitation, the costs of entertainment, travel, and similar business expenses,
all in accordance with Company policies applicable to all similarly situated
executives. The Company shall promptly reimburse Executive for all such expenses
upon periodic presentation by Executive of an accounting of such expenses on
terms applicable to senior executives of the Company, all in accordance with
Company policies applicable to all similarly situated executives.

      5. CONSEQUENCES OF TERMINATION OF EMPLOYMENT.

      5.1. DEATH. In the event of the death of Executive during the Term,
Executive's Employment hereunder shall be terminated as of the date of her death
and Executive's designated beneficiary, or, in the absence of such designation,
the estate or other legal representative of Executive (collectively, the
"Estate"), shall promptly be paid Executive's unpaid Base Salary through the end
of the month in which the death occurs and any unpaid New Account Compensation
and Renewal Account Compensation through the end of the month in which the death
occurs and any unreimbursed expenses. The Estate shall be entitled to all other
death benefits in accordance with the terms of the Company's benefit programs
and plans in which Executive is enrolled.

      5.2. DISABILITY. In the event Executive shall be unable to render the
services or perform her duties hereunder by reason of illness, injury or
incapacity (whether physical,

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mental, emotional or psychological) (any of the foregoing shall be referred to
herein as a "Disability") for a period of ninety (90) consecutive business days
and a physician selected by the Company or its insurers, and acceptable to
Executive or Executive's legal representative, has determined that such
Disability is likely to continue beyond 90 business days, the Company shall have
the right to terminate this Agreement by giving Executive written notice which
shall be effective on the 30th day after receipt of such notice by Executive
(the "Disability Effective Date"), unless Executive returns to full-time
performance of Executive's duties before the Disability Effective Date. If
Executive's Employment hereunder is so terminated, Executive shall be paid, in
addition to payments under any disability insurance policy in effect,
Executive's unpaid Base Salary, New Account Compensation and Renewal Account
Compensation through the end of the month in which the termination occurs and
any unreimbursed expenses. Thereafter, the Company shall have no further
obligation to Executive. It is the intent of the parties that in the event of
the Executive's Disability that Executive be eligible for payments under the
Company's disability insurance policies in effect, including applicable
long-term disability insurance policies. The Company does not currently have any
disability insurance policies but intends to enter into such policies subsequent
to the date hereof, if the provisions of this Section 5.2 would prohibit
Executive from receiving benefits under any such policies, the provisions of
this section 5.2 shall be deemed to be amended to the extent required for
Executive to be eligible for an receive all benefits under any such policies,
including, without limitation, to modify the definition of Disability, and the
Parties agree to enter into such further agreements as necessary to give effect
to the provisions of this Section 5.2

      5.3. TERMINATION OF EMPLOYMENT OF EXECUTIVE BY THE COMPANY FOR CAUSE OR BY
EXECUTIVE FOR GOOD REASON.

      (a) The Company may terminate Executive's Employment for Cause (as defined
below) or without Cause pursuant to the terms of this Agreement. From and after
the date of such termination and other than as provided in the previous
sentence, Executive shall no longer be entitled to any of the benefits of this
Agreement and the Company shall have no further obligations to Executive;
provided, however, any rights and benefits which Executive may have in respect
of any other compensation or any employee benefit plans

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or programs of the Company shall be determined in accordance with the terms of
such other compensation arrangements or plans or programs. The term "Cause," as
used herein, shall mean any of the following: (i) the continued failure of
Executive to substantially perform Executive's duties under this Agreement
(other than as a result of physical or mental illness or injury), after the
Company Board delivers to Executive a written demand for substantial performance
that specifically identifies the manner in which the Company Board believes that
Executive has not substantially performed Executive's duties; or illegal conduct
or gross misconduct by Executive, in either case that results in material and
demonstrable damage to the business or reputation of the Company. No act or
failure to act on the part of Executive shall constitute cause, if it is done,
or omitted to be done, by Executive in good faith or with the reasonable belief
that Executive's action or omission was in the best interests of the Company or,
if applicable, in accordance with the instructions of the Company Board or CEO.
Any act or failure to act that is based upon authority given pursuant to a
resolution duly adopted by the Company Board, or on the advice of counsel for
the Company, shall be conclusively presumed to be done, or omitted to be done,
by Executive in good faith and in the best interests of the Company. A
termination of Executive's employment for Cause may only be effected in
accordance with the following procedures. The Company shall give Executive
written notice ("Notice of Termination for Cause") of its intention to terminate
Executive's employment for Cause, setting forth in reasonable detail the
specific conduct of Executive that it considers to constitute Cause and the
specific provision(s) of this Agreement on which it relies, and stating the
date, time and place of a special meeting of the Company Board (the "Special
Board Meeting"), that takes place not less than five and not more than fifteen
business days after Executive receives the Notice of Termination for Cause.
Executive shall be given an opportunity, together with counsel, to be heard at
the Special Board Meeting. Executive's termination for Cause shall be effective
when and if a resolution is duly adopted at the Special Board Meeting by
affirmative vote of the entire membership of the Company Board, stating that in
the good faith opinion of the Company Board, Executive is guilty of the conduct
described in the Notice of Termination for Cause, and that conduct constitutes
Cause under this Agreement.

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      (b) Executive may terminate employment for Good Reason or without Good
Reason. "Good Reason" means (i) the assignment to Executive of any duties
inconsistent in any respect with paragraph (a) of Section 1 of this Agreement,
or any other action by the Company that results in a diminution in Executive's
position, authority, duties or responsibilities, other than an isolated,
insubstantial and inadvertent action that is not taken in bad faith and is
remedied by the Company promptly after receipt of notice thereof from Executive;
(b) any failure by the Company to comply with any provision of Section 3 of this
Agreement, other than an isolated, insubstantial and inadvertent failure that is
not taken in bad faith and is remedied by the Company promptly after receipt of
notice thereof from Executive; (c) any requirement by the Company that
Executive's services be rendered primarily at a location or locations other than
that provided for in paragraph (b) of Section 1 of this Agreement; (d) the
occurrence of any event which constitutes a Change of Control; (d) any purported
termination of Executive's employment by the Company for a reason or in a manner
not expressly permitted by this Agreement. A termination of Executive's
employment by Executive without Good Reason shall be effected by giving the
Company written notice of the termination.

      (c) If, during the Term, the Company terminates Executive's employment,
other than for Cause or Disability, or Executive terminates her employment for
Good Reason, the Company shall pay the amounts described in subparagraph (i)
below to Executive in a lump sum in cash, within 30 days after the date of
termination and shall continue the benefits described in subparagraph (ii) below
until at least the first anniversary of the date of termination and shall
continue to promptly pay the New Account Compensation and Renewal Account
Compensation at the end of each month until at least the first anniversary of
the date of termination. The payments provided pursuant to this paragraph (c) of
Section 5.3 are intended as liquidated damages for a termination of Executive's
employment by the Company other than for Cause or Disability or for the actions
of the Company leading to a termination of Executive's employment by Executive
for Good Reason.

            (i) The amounts to be paid in a lump sum, and the options to be
granted, as described above are:

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                  A.    Executive's unpaid Base Salary, New Account Compensation
                        and Renewal Account Compensation through the end of the
                        month in which the termination occurs and any
                        unreimbursed expenses.

                  B.    Severance pay equal to the Annual Base Salary

            (ii) The benefits to be continued as described above are benefits to
Executive and/or Executive's family at least as favorable as those that would
have been provided to them under Section 3.5 of this Agreement if Executive's
employment had continued until the first anniversary of the date of termination;
provided, however, that during any period when Executive is eligible to receive
such benefits under another employer-provided plan, the benefits provided by the
Company under this subparagraph may be made secondary to those provided under
such other plan.

      6. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered personally or sent
by facsimile transmission, overnight courier, or certified, registered or
express mail, postage prepaid. Any such notice shall be deemed given when so
delivered personally or sent by facsimile transmission (provided that a
confirmation copy is sent by overnight courier), one day after deposit with an
overnight courier, or if mailed, five (5) days after the date of deposit in the
United States mails, as follows:

      If to the Company, to:

         U.S. MEDSYS CORP.
         411 Route 17 South
         Hasbrouck Heights, New Jersey  07604

     If to Executive, to:

         Nancy Pomposello
         107 Irving Place
         Basking Ridge, NJ 07920

      7. ENTIRE AGREEMENT. This Agreement contains the entire agreement between
the Parties. The Parties specifically acknowledge that there exist no verbal or
implied

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agreements between them and that the terms of this Agreement constitute the sole
agreement between them.

      8. BINDING EFFECT. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the Company and Executive and
their successors and assigns. "Successors and assigns" shall mean, in the case
of the Company, any successor pursuant to a Change of Control or otherwise. For
purposes of this agreement, a Change of Control shall mean any (1) merger,
consolidation, sale or other transfer of all or substantially all of the assets
or equity of the Company, (2) acquisition by any individual, entity or group
(other than such persons who are the beneficial owners of the outstanding
securities of the Company as of the date of this Agreement) of beneficial
ownership of 50% or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors, (3) the approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company, (4) the failure of the Company's
common stock to be listed for trading on a national securities exchange or
quoted on NASDAQ, or (5) there is consummated any similar event or transaction
with respect to the Company.

      9. NO ASSIGNMENT. This Agreement shall not be assignable or otherwise
transferable by either party.

      10. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its affiliated companies
for which Executive may qualify, nor, shall anything in this Agreement limit or
otherwise affect such rights as Executive may have under any contract or
agreement with the Company or any of its affiliated companies. Vested benefits
and other amounts that Executive is otherwise entitled to receive under any
plan, policy, practice or program of, or any contract or agreement with, the
Company or any of its affiliated companies on or after the date of termination
shall be payable in accordance with such plan, policy, practice, program,
contract or agreement, as the case may be, except as explicitly modified by this
Agreement.

      11. FULL SETTLEMENT. The Company's obligation to make the payments
provided for in, and otherwise to perform its obligations under, this Agreement
shall not be affected by

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any set-off, counterclaim, recoupment, defense or other claim, right or action
that the Company may have against Executive or others. In no event shall
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to Executive under any of the provisions of
this Agreement and, such amounts shall not be reduced, regardless of whether
Executive obtains other employment.

      12. AMENDMENT, MODIFICATION, WAIVER. No provision of this Agreement may be
amended or waived unless such amendment or waiver is agreed to in writing,
signed by Executive and the CEO of the Company. Except as otherwise specifically
provided in this Agreement, no waiver by either party hereto of any breach by
the other party hereto of any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar provision or condition at the same or at any prior or subsequent time
and neither Executive's nor the Company's failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
(including, without limitation, the right of Executive to terminate employment
for Good Reason) shall be deemed to be a waiver of such provision or right or of
any other provision of or right under this Agreement.

      13. DISPUTE RESOLUTION AND BINDING ARBITRATION. Any disputes that arise
between the Parties regarding this Agreement, the Parties' respective rights or
obligations hereunder, and any other dispute between the Parties whatsoever
shall be resolved exclusively through binding arbitration before a three member
panel of the American Arbitration Association in accord with the rules of the
American Arbitration Association. The arbitration shall take place in Essex
County, New Jersey. In the event that (i) Executive makes any claim against the
Company under this Agreement, (ii) the Company disputes such claim, and (iii)
Executive prevails with respect to such disputed claim, then the Company shall
reimburse Executive for her reasonable costs and expenses (including, without
limitation, reasonable attorney's fees) incurred by Executive in pursuing such
disputed claim; otherwise each of the Parties shall be responsible for all of
their costs and expenses incurred relating to the arbitration of any dispute.
The Parties understand that this provision is a waiver of each party's right to
a trial by jury and the Parties knowingly agree to waive such right. Judgment
may be entered on the arbitrator's award in any court having jurisdiction.

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      14. GOVERNING LAW. The validity, interpretation, construction, performance
and enforcement of this Agreement shall be governed by the laws of the State of
New Jersey, without regard to its conflicts of law rules.

      15. TITLES. Titles to the Sections in this Agreement are intended solely
for convenience and no provision of this Agreement is to be construed by
reference to the title of any Section.

      16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, which together shall constitute one agreement. It shall not be
necessary for each party to sign each counterpart so long as each party has
signed at least one counterpart.

      17. SEVERABILITY. Any term or provision of this Agreement which is
determined invalid or unenforceable, shall be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or unenforceable the
remaining terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms and provisions of this Agreement.

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      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.

/s/ Nancy Pomposello
---------------------------
Executive
By:  Nancy Pomposello
Dated:

/s/ Peter Futro
---------------------------
U.S. MEDSYS CORP.
By:   Peter Futro, CEO
Dated:

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