ALERTING SYSTEMS, INC.

January 22, 1993

Mr. Joseph Bruno \

,
89 Bulson Road
Troy, New York 12180
Dear Joe:

I am delighted that you have agreed to be a consultant

for Sage Alerting Systems, Inc. and particularly its Sage
DataCom s ub s Ld i ar y . I know that your business and
communications experience at Coradian Corporation, including
your tenure as its Chairman, will serve us well in Sage's
efforts to penetrate the computer integration market. Our
corporate strategy is to grow quickly through strategic
acquisitions. We ask you to assist us in our marketing
efforts to help make the acquired companies grow through
increased sales and profits.
We recognize your responsibilities at the New York
State Senate. However, you have assured us that you have
sufficient time to undertake this consultancy on a part
time, as needed, basis. We also recognize that ethical
considerations dictate that you should not represent us
before any state agency or on any state related business.
Should we or any of our subsidiaries solicit or bid any
state work, it wil l be strictly without your involvement.
We propose that this consultancy shall be on an annual
basis, to be reviewed year by year by mutual agreement.
Accordingly, the arrangement here set forth shall expire
December 31, 1993 unless it is extended by a letter of
agreement. Further it is agreed that:
1. You shall be paid a consultancy fee in the amount
of $4,000.00 per month beginning January I, 1993
which shall be reviewed and adjusted quarterly.
~~ounts received by way of the consultancy fee
shall offset against commissions earned pursuant
to the "Lehmann Forrnula ll described below.
2. Expenses shall be reimbursed to you. Any expenses
in excess of $250.00 should be pre-approved by us.

3. The commission earned shall be under the "Lehmann

Formula ll , i.e. 5% of the first million dollars of
sales if customer is introduced by you; 4% of the
second million dollars; 3% of the third million

GOVERNMENT
EXHIBIT 0542 1
700 Canal Street, Stamford, Connecticut 06902
GT -1 (203) 357-1464 Fax: (203) 357-1531
 dollars; 2% of the forth million dollarsj 1% of
anything over four mi l l ion dollars.
4. Your duties will consist of helping us expand our
business and seek new customers; working with our
data integration subsidiaries to expand their
business; and generally giving us your business,
marketing and sales input.

5. You agree not to represent any other data

communications or data integration company during
the'term of your consultancy with us and for a
period of two years after the consultancy is
terminated.

6. We shall recommend to our Board that you receive

warrants to 10,000 shares of Sage stock at $6.00
per shares conditioned upon your achieving a sales
level of at least $1,000,000 during 1993.

7. We will make office space available to you at one

of our Capital Distr ict locations for the purpose
of conducting Sage's business.
Enclosed is brochure material for Technimat Computer
Corporation and Information Integrators which should be
helpful to you. We will continue to give you information
about our acquisitions and our marketing plans. Your input
will be very much appreciated.

Joe, on a personal level, I look forward to this

relationship. I enjoyed working with you while I was a
director of Coradian. Let us try to enhance and expand
Sage's business together.

Very truly yours,

~L~
L~rd~;:~sle)
Co-Chairman

Agreed to:

\nlm
enclosures
SJlE-~LY
• ~~T~ 05422
ALERTING SYSTEMS, INC,
 JANUARY [!!] MONDAY
1993 181h day - 347 days follow
Manln Luther King. Jr . Day

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