                                                                    EXHIBIT 10.5
                              EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement") is made as of May 20, 2005, between
CENUCO, INC., a Delaware corporation (the "Company") and JOSEPH FALSETTI (the
"Executive").

1.       EMPLOYMENT.

The Company shall employ Executive, and Executive shall be employed by the
Company, upon the terms and subject to the conditions set forth in this
Agreement.

2.       TERM OF EMPLOYMENT.

The term of Executive's employment under this Agreement shall be for an initial
term of of three (3) years, commencing on the date of this Agreement (the
"Term"), unless Executive's employment is sooner terminated in accordance with
Section 5 below. The Term shall be automatically renewed for an additional
period of three (3) years unless either party sends the other party a notice of
non-renewal at least ninety (90) days prior to the expiration of the current
Term.

3.       DUTIES AND RESPONSIBILITIES.

         (a)      Executive shall serve as Chairman and Chief Executive Officer
                  and shall perform such duties as may be assigned to Executive
                  from time to time by the Board of Directors of the Company.

         (b)      Executive shall faithfully serve the Company and its
                  affiliates, devote Executive's full working time, attention
                  and energies to the business of the Company and its affiliates
                  and perform the duties under this Agreement to the best of
                  Executive's abilities. Executive may make and manage his
                  personal investments provided the management of such
                  investments do not impede Executive's ability to perform his
                  duties hereunder and such investments in other activities do
                  not violate, in any material respect, the provisions of
                  Section 8 of this Agreement.

         (c)      Executive shall (i) comply with all applicable laws, rules and
                  regulations, and all requirements of all applicable
                  regulatory, self-regulatory, and administrative bodies; (ii)
                  comply with the Company's rules, procedures, policies,
                  requirements, and directions; and (iii) not engage in any
                  other business or employment without the written consent of
                  the Company.

4.       COMPENSATION AND BENEFITS.

         (a)      BASE SALARY.

         During the Employment Term, the Company shall pay Executive a base
         salary at the annual rate of four hundred fifty thousand ($450,000)
         dollars per year, or such

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         higher rate as may be determined from time to time by the Company
         ("Base Salary"). Such Base Salary shall be paid in accordance with the
         Company's standard payroll practice for executives.

         (b)      EXPENSE REIMBURSEMENT.

         The Company shall promptly reimburse Executive for the ordinary and
         necessary business expenses incurred by Executive in the performance of
         the duties hereunder in accordance with the Company's customary
         practices applicable to executives, provided that such expenses are
         incurred and accounted for in accordance with the Company's policy.

         (c)      BENEFIT PLANS.

         Executive shall be eligible to participate in or receive benefits under
         any profit sharing plan, medical and dental benefits plan, life
         insurance plan, short-term and long-term disability plans, supplemental
         and/or incentive compensation plans, or any other fringe benefit plan,
         generally made available by the Company to executives working pursuant
         to this form of Agreement (hereinafter referred to as "similarly
         situated executives").

         (d)      STOCK OPTION PLAN.

         Executive shall also be eligible to receive options to purchase shares
         of the Company's common stock based upon performance objectives to be
         determined at the sole discretion of the Board of Directors (or
         Compensation committee) of the Company from time to time.

5.       TERMINATION OF EMPLOYMENT.

Executive's employment hereunder may be terminated under the following
circumstances:

         (a)      DEATH.

         Executive's employment hereunder shall terminate upon Executive's
         death.

         (b)      TOTAL DISABILITY.

         The Company may terminate Executive's employment hereunder upon
         Executive becoming "Totally Disabled". For purposes of this Agreement,
         Executive shall be "Totally Disabled" if Executive is physically or
         mentally incapacitated so as to render Executive incapable of
         performing Executive's duties under this Agreement. Executive's receipt
         of disability benefits under the Company's long-term disability plan or
         receipt of Social Security disability benefits shall be deemed
         conclusive evidence of Total Disability for purpose of this Agreement;

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         provided, however, that in the absence of Executive's receipt of such
         long-term disability benefits or Social Security benefits, the
         Company's Board of Directors may, in its reasonable discretion (but
         based upon appropriate medical evidence), determine that Executive is
         Totally Disabled.

         (c)      TERMINATION BY THE COMPANY FOR CAUSE.

         The Company may terminate Executive's employment hereunder for "Cause"
         at any time upon written notice to Executive.

         For purposes of this Agreement, the term "Cause" shall mean any of the
         following:

                  (i) conviction of a crime (including conviction on a nolo
                  contendere plea) involving a felony or, in the good faith
                  judgment of the Company's Board of Directors, fraud,
                  dishonesty, or moral turpitude;

                  (ii) material failure to perform employment duties after
                  thirty (30) days' written notice by certified mail of such
                  failure to perform;

                  (iii) fraud or embezzlement;

                  (iv) any act of dishonesty or gross misconduct (whether in
                  connection with Executive's responsibilities as an employee of
                  the Company or otherwise) that either materially impairs the
                  Company's business, goodwill or reputation or materially
                  compromises Executive's ability to represent the Company with
                  the public; or

                  (v) breach of any of the covenants set forth in Section 8
                  hereof.

                  (vi) any determination of Cause under this Agreement shall be
                  made by resolution of the Company's Board of Directors adopted
                  by the affirmative vote of not less than a majority of the
                  entire membership of the Board of Directors at a meeting
                  called and held for that purpose and at which Executive is
                  given an opportunity to be heard.

         (d)      VOLUNTARY TERMINATION BY EXECUTIVE.

         Executive may terminate employment hereunder at any time by providing
         ninety (90) days' written notice to the Company or for good reason as
         described in Section 7 of this Agreement.

         (e)      TERMINATION BY THE COMPANY WITHOUT CAUSE.

         The Company may terminate Executive's employment hereunder without
         Cause at any time upon written notice to Executive.

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6.       COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.

In the event that Executive's employment hereunder is terminated, Executive
shall be entitled to the following compensation and benefits upon such
termination:

         (a)      TERMINATION BY REASON OF DEATH.

         In the event that Executive's employment is terminated by reason of
         Executive's death, the Company shall pay the following amounts to
         Executive's beneficiary or estate:

                  (i) Any accrued but unpaid Base Salary for services rendered
                  to the date of death, any accrued but unpaid expenses required
                  to be reimbursed under this Agreement; a pro-rata annual
                  incentive compensation payment to the extent payments are
                  awarded to similarly situated executives and paid at the same
                  time as similarly situated executives are paid; immediate
                  vesting of benefits (including Company contributions) in
                  profit sharing and savings plan; and any vacation accrued to
                  the date of death.

                  (ii) Any benefits to which Executive may be entitled pursuant
                  to the plans, policies and arrangements referred to in Section
                  4(c) hereof as determined and paid in accordance with the
                  terms of such plans, policies and arrangements.

                  (iii) As of the date of termination by reason of Executive's
                  death, stock options awarded to Executive shall be fully
                  vested. Executive's estate or beneficiary shall have up to one
                  hundred eighty (180) days from the date of death to exercise
                  all such options.

         (b)      TERMINATION BY REASON OF TOTAL DISABILITY.

         In the event that Executive's employment is terminated by reason of
         Executive's Total Disability as determined in accordance with Section
         5(b), the Company shall pay the following amounts to Executive:

                  (i) Any accrued but unpaid Base Salary for services rendered
                  to the date of termination, any accrued but unpaid expenses
                  required to be reimbursed under this Agreement, any vacation
                  accrued to the date of termination. Executive shall also be
                  eligible for a bonus or incentive compensation payment to the
                  extent such awards are made to similarly situated executives,
                  pro-rated for the year in which Executive is terminated and
                  paid at the same time as similarly situated executives are
                  paid.

                  (ii) Any benefits to which Executive may be entitled pursuant
                  to the plans, policies and arrangements referred to in Section
                  4(c) hereof shall be

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                  determined and paid in accordance with the terms of such
                  plans, policies and arrangements.

                  (iii) As of the date of termination by reason of Executive's
                  total disability, Executive shall be fully vested in all stock
                  option awards. Executive shall have up to one hundred eighty
                  (180) days from the date of termination by reason of total
                  disability to exercise all such options.

         (c)      TERMINATION FOR CAUSE.

         In the event that Executive's employment is terminated by the Company
         for Cause pursuant to Section 5(c), the Company shall pay the following
         amounts to Executive:

                  (i) Any accrued but unpaid Base Salary for services rendered
                  to the date of termination plus amount equal to one times (1x)
                  Base Salary, any accrued but unpaid expenses required to be
                  reimbursed under this Agreement, any vacation accrued to the
                  date of termination.

                  (ii) As of the date of termination by reason of cause,
                  Executive shall forfeit unexercised options and other
                  outstanding awards. Vested options must be exercisable within
                  60 days after termination.

         (d)      VOLUNTARY TERMINATION BY EXECUTIVE.

         In the event that Executive terminates employment pursuant to Section
         5(d), and other than for a resignation tendered pursuant to Section 7
         of this Agreement, the Company shall pay the following amounts to
         Executive:

                  (i) Any accrued but unpaid Base Salary for services rendered
                  to the date of termination, any accrued but unpaid expenses
                  required to be reimbursed under this Agreement, any vacation
                  accrued to the date of termination.

                  (ii) Any benefits to which Executive may be entitled pursuant
                  to the plans, policies and arrangements referred to in Section
                  4(c) hereof shall be determined and paid in accordance with
                  the terms of such plans, policies and arrangements.

         (e)      TERMINATION BY THE COMPANY WITHOUT CAUSE.

         In the event that Executive's employment is terminated by the Company
         pursuant to Section 5(e) for reasons other than death, Total Disability
         or Cause, the Company shall pay the following amounts to Executive:

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                  (i) Any accrued but unpaid Base Salary for services rendered
                  to the date of termination, any accrued but unpaid expenses
                  required to be reimbursed under this Agreement, any vacation
                  accrued to the date of termination.

                  (ii) Any benefits to which Executive may be entitled pursuant
                  to the plans, policies and arrangements referred to in Section
                  4(c) hereof shall be determined and paid in accordance with
                  the terms of such plans, policies and arrangements.

                  (iii) An amount equal to two times (2x) Base Salary payable in
                  twenty four equal payments (24).

                  (iv) The Company at its expense will continue for Executive
                  and Executive's spouse and dependents, all health benefit
                  plans, programs or arrangements, whether group or individual,
                  in which Executive was entitled to participate at any time
                  during the twelve-month period prior to the date of
                  termination, until the earliest to occur of (A) one (1) year
                  after the date of termination; (B) Executive's death (provided
                  that benefits payable to Executive's beneficiaries shall not
                  terminate upon Executive's death); or (C) with respect to any
                  particular plan, program or arrangement, the date Executive
                  becomes covered by a comparable benefit by a subsequent
                  employer. In the event that Executive's continued
                  participation in any such plan, program, or arrangement of the
                  Company is prohibited, the Company will arrange to provide
                  Executive with benefits substantially similar to those which
                  Executive would have been entitled to receive under such plan,
                  program, or arrangement, for such period.

                  (v) Except to the extent prohibited by law, Executive will be
                  100% vested in all benefits, awards, and grants accrued but
                  unpaid as of the date of termination under any pension plan,
                  profit sharing plan, supplemental and/or incentive
                  compensation plans, and stock option plans in which Executive
                  was a participant as of the date of termination. Executive
                  shall have up to one hundred eighty (180) days from the date
                  of termination to exercise stock options.

         (f)      NO OTHER BENEFITS OR COMPENSATION.

         Except as may be provided under this Agreement, under the terms of any
         incentive compensation, employee benefit, or fringe benefit plan
         applicable to Executive at the time of Executive's termination or
         resignation of employment, Executive shall have no right to receive any
         other compensation, or to participate in any other plan, arrangement or
         benefit, with respect to future periods after such termination or
         resignation.

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         (g)      SUSPENSION OR TERMINATION OF BENEFITS AND COMPENSATION.

         In the event that the Company, in its sole discretion determines that,
         without the Company's express written consent, Executive has

                  (i) directly or indirectly engaged in, assisted or have any
                  active interest or involvement whether as an employee, agent,
                  consultant, creditor, advisor, officer, director, stockholder
                  (excluding holding of less than 1% of the stock of a public
                  company), partner, proprietor, or any type of principal
                  whatsoever, in any person, firm, or business entity which is
                  directly or indirectly competitive with the Company or any of
                  its affiliates, or

                  (ii) directly or indirectly, for or on behalf of any person,
                  firm, or business entity which is directly or indirectly
                  competitive with the Company or any of its affiliates (A)
                  solicited or accepted from any person or entity who is or was
                  a client of the Company during the term of Executive's
                  employment hereunder or during any of the twelve calendar
                  months preceding or following the termination of Executive's
                  employment any business for services similar to those rendered
                  by the Company, (B) requested or advised any present or future
                  customer of the Company to withdraw, curtail or cancel its
                  business dealings with the Company, or (C) requested or
                  advised any employee of the Company to terminate his or her
                  employment with the Company; the Company shall have the right
                  to suspend or terminate any or all remaining benefits payable
                  pursuant to Section 6 of this Agreement. Such suspension or
                  termination of benefits shall be in addition to and shall not
                  limit any and all other rights and remedies that the Company
                  may have against Executive.

7.       RESIGNATION BY EXECUTIVE FOR GOOD REASON AND COMPENSATION PAYABLE
         FOLLOWING CHANGE IN CONTROL.

         (a)      RESIGNATION FOR GOOD REASON FOLLOWING CHANGE IN CONTROL.

         In the event a "Change in Control" occurs, Executive will be paid the
         compensation described in this Section 6(e) if Executive resigns or is
         terminated (both a "resignation" and "termination" being referred to as
         "termination" for the purposes of this Section 7) from employment with
         the Company at any time prior to the six (6) month anniversary of the
         date of the Change in Control following the occurrence of any of the
         following events:

                  (i) without Executive's express written consent, the
                  assignment to Executive of any duties inconsistent with
                  Executive's positions, duties, responsibilities and status
                  with the Company immediately before a Change in Control, or a
                  change in Executive's reporting, responsibilities, titles or

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                  offices as in effect immediately before a Change in Control,
                  or any removal of Executive from, or any failure to re-elect
                  Executive to, any of such positions, except in connection with
                  the termination of Executive's employment as a result of
                  death, or by the Company for Total Disability or Cause, or by
                  Executive other than for the reasons described in this Section
                  7(a);

                  (ii) a reduction by the Company in Executive's Base Salary as
                  in effect immediately before a Change in Control;

                  (iii) the failure of the Company substantially to maintain and
                  to continue Executive's participation in the Company's benefit
                  plans as in effect immediately before a Change in Control and
                  with all improvements therein subsequent thereto (other than
                  those plans or improvements that have expired thereafter in
                  accordance with their original terms), or the taking of any
                  action which would materially reduce Executive's benefits
                  under any of such plans or deprive Executive of any material
                  fringe benefit enjoyed by Executive immediately before a
                  Change in Control, unless such reduction or termination is
                  required by law;

                  (iv) the failure of the Company to provide Executive with an
                  appropriate adjustment to compensation such as a lump sum
                  relocation bonus, salary adjustment and/or housing allowance
                  so that Executive can purchase comparable primary housing if
                  required to relocate (it being the intention of this Section
                  7[a][iv] to keep the Executive "whole" if required to
                  relocate). In this regard, comparable housing shall be
                  determined by comparing factors such as location (taking into
                  account, by way of example, items such as the value of the
                  surrounding neighborhood, reputation of the public school
                  district, if applicable, security and proximity to Executive's
                  place of work), quality of construction, design, age, size of
                  the housing and the ratio of the monthly payments including
                  principle, interest, taxes and insurance to the Executive's
                  take home pay, to housing most recently owned by Executive
                  prior to, or as of the effective date of the change of
                  control;

                  (v) the failure by the Company to pay Executive any portion of
                  Executive's current compensation, or any portion of
                  Executive's compensation deferred under any plan, agreement or
                  arrangement of or with the Company, within seven (7) days of
                  the date such compensation is due; or

                  (vi) the failure by the Company to obtain an assumption of,
                  and agreement to perform the obligations of the Company under
                  this Agreement by any successor to the Company.

         (b)      CHANGE IN CONTROL.

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         For purposes of this Agreement, "Change in Control" means the
         occurrence of any of the following events:

                  (i) Any transfer to, assignment to, or any acquisition by any
                  person, corporation or other entity, or group thereof, of the
                  beneficial ownership, within the meaning of Section 13(d) of
                  the Securities Exchange Act of 1934, of any securities of the
                  Company, which transfer, assignment or acquisition results in
                  such person, corporation, entity, or group thereof, becoming
                  the beneficial owner, directly or indirectly, of securities of
                  the Company representing 25 percent (25%) or more of the
                  combined voting power of the Company's then outstanding
                  securities; or

                  (ii) As a result of a tender offer, merger, consolidation,
                  sale of assets, or contested election, or any combination of
                  such transactions, the persons who were directors immediately
                  before the transaction shall cease to constitute a majority of
                  the Board of Directors of the Company or any successor to the
                  Company.

8.       RESTRICTIVE COVENANTS

         (a)      COMPETITIVE ACTIVITY.

         Executive covenants and agrees that at all times during Executive's
         period of employment with the Company, and during the period that
         payments are made to Executive pursuant to Section 6 of this Agreement,
         Executive will not engage in, assist, or have any active interest or
         involvement (whether as an employee, agent, consultant, creditor,
         advisor, officer, director, stockholder (excluding holding of public
         company), partner, proprietor or any type of principal whatsoever in
         any person, firm, or business entity which, directly or indirectly, is
         engaged in any business that is competitive with the business of the
         Company (or any affiliate of the Company). Executive further agrees
         that for a period of one (1) year after the date payments made to
         Executive pursuant to Section 6 of this Agreement cease, or for a
         period of two (2) years following the date of termination, whichever is
         later, Executive will not, directly or indirectly, within 75 miles of
         any operating location of the Company (or any affiliate of the
         Company), engage in, assist, or have any active interest or
         involvement, whether as an employee, agent, consultant, creditor,
         advisor, officer, director, stockholder (excluding holding of less that
         1% of the stock of a public company), partner, proprietor or any type
         of principal whatsoever in any person, firm, or business entity which,
         directly or indirectly, is engaged in any business that is competitive
         with the business of the Company (or any affiliate of the Company).

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         (b)      NON-SOLICITATION.

         Executive covenants and agrees that at all times during Executive's
         period of employment with the Company, and for a period of one (1) year
         after the date payments made to Executive pursuant to Section 6 of this
         Agreement cease, or two (2) years after the date of termination of the
         Executive's employment for any reason, whichever date is later,
         Executive will not directly or indirectly (i) induce any customers of
         the Company (or its affiliates) to patronize any similar business which
         competes with the business of the Company; (ii) canvass, solicit or
         accept any similar business from any customer of the Company (or its
         affiliates); (iii) directly or indirectly request or advise any
         customers of the Company (or its affiliates) to withdraw, curtail,
         materially amend or cancel such customer's business with the Company;
         or (iv) directly or indirectly disclose to any other person, firm or
         corporation the names or addresses of any of the customers of the
         Company (or its affiliates).

         (c)      NON-DISPARAGEMENT.

         Executive covenants and agrees that Executive shall not engage in any
         pattern of conduct that involves the making or publishing of written or
         oral statements or remarks (including, without limitation, the
         repetition or distribution of derogatory rumors, allegations, negative
         reports or comments) which are disparaging, deleterious or damaging to
         the integrity, reputation or good will of the Company, its management,
         or of management of affiliates of the Company.

         (d)      PROTECTED INFORMATION.

         Executive recognizes and acknowledges that Executive has had and will
         continue to have access to various confidential or proprietary
         information concerning the Company and its affiliates of a special and
         unique value which may include, without limitation, (i) books and
         records relating to operation, finance, accounting, sales, personnel
         and management, (ii) policies and matters relating particularly to
         operations such as customer service requirements, costs of providing
         service and equipment, operating costs and pricing matters, and (iii)
         various trade or business secrets, including customer lists, route
         sheets, business opportunities, marketing or business diversification
         plans, business development and bidding techniques, methods and
         processes, financial data and the like (collectively, the "Protected
         Information"). Executive therefore covenants and agrees that Executive
         will not at any time, either while employed by the Company or
         afterwards, make any independent use of, or disclose to any other
         person or organization any of the Protected Information.

9.       ENFORCEMENT OF COVENANTS.

         (a)      TERMINATION OF EMPLOYMENT AND FORFEITURE OF COMPENSATION.

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         Executive agrees that any breach by Executive of any of the covenants
         set forth in Section 8 hereof during Executive's employment by the
         Company, shall be grounds for immediate termination of employment for
         cause and forfeiture of any accrued and unpaid salary, bonus,
         commissions or other compensation of such Executive as liquidated
         damages, which shall be in addition to and not exclusive of any and all
         other rights and remedies the Company may have against Executive.

         (b)      RIGHT TO INJUNCTION.

         Executive acknowledges that a breach of the covenants set forth in
         Section 8 hereof will cause irreparable damage to the Company with
         respect to which the Company's remedy at law for damages will be
         inadequate. Therefore, in the event of breach of anticipatory breach of
         the covenants set forth in this section by Executive, Executive and the
         Company agree that the Company shall be entitled to the following
         particular forms of relief, in addition to remedies otherwise available
         to it at law or equity; (i) injunctions, both preliminary and
         permanent, enjoining or retraining such breach or anticipatory breach
         and Executive hereby consents to the issuance thereof forthwith and
         without bond by any court of competent jurisdiction; and (ii) recovery
         of all reasonable sums expended and costs, including reasonable
         attorney's fees, incurred by the Company to enforce the covenants set
         forth in this section.

         (c)      SEPARABILITY OF COVENANTS.

         The covenants contained in Section 8 hereof constitute a series of
         separate covenants, one for each applicable State in the United States
         and the District of Columbia, and one for each applicable foreign
         country. If in any judicial proceeding, a court shall hold that any of
         the covenants set forth in Section 8 exceed the time, geographic, or
         occupational limitations permitted by applicable laws, Executive and
         the Company agree that such provisions shall and are hereby reformed to
         the maximum time, geographic, or occupational limitations permitted by
         such laws. Further, in the event a shall be deemed eliminated from the
         provisions of this Agreement for the purpose of such proceeding to the
         extent necessary to permit the remaining separate covenants to be
         enforced in such proceeding. Executive and the Company further agree
         that the covenants in Section 8 shall each be construed as a separate
         agreement independent of any other provisions of this Agreement, and
         the existence of any claim or cause of action by Executive against the
         Company whether predicated on this Agreement or otherwise, shall not
         constitute a defense to the enforcement by the Company of any of the
         covenants of Section 8.

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10.      DISPUTES AND PAYMENT OF ATTORNEY'S FEES

If at any time during the term of this Agreement or afterwards there should
arise any dispute as to the validity, interpretation or application of any term
or condition of this Agreement, the Company agrees, upon written demand by
Executive to reimburse Executive for Executive's costs and reasonable attorney's
fees (including expenses of investigation and disbursements for the fees and
expenses of experts, etc.) incurred by Executive in connection with any such
dispute or any litigation provided that Company shall not have an obligation to
reimburse Executive if Company is the prevailing party with respect to any
dispute or litigation arising under this Agreement. Under no circumstances shall
Executive be obligated to pay or reimburse the Company for any attorneys' fees,
costs or expenses incurred by the Company. The provisions of this Section 10
shall survive the expiration or termination of this Agreement and of Executive's
employment hereunder.

11.      WITHHOLDING OF TAXES.

The Company may withhold from any compensation and benefits payable under this
Agreement all applicable federal, state, local, or other taxes.

12.      NON-DISCLOSURE OF AGREEMENT TERMS.

Executive agrees that Executive will not disclose the terms of this Agreement to
any third party other than Executive's immediate family, attorney, accountants,
or other consultants or advisors who need to know or except as may be required
by any governmental authority.

13.      SOURCE OF PAYMENTS.

All payments provided under this Agreement, other than payments made pursuant to
a plan which provides otherwise, shall be paid from the general funds of the
Company, and no special or separate fund shall be established, and no other
segregation of assets made, to assure payment. Executive shall have no right,
title or interest whatever in or to any investments which the Company may make
to aid the Company in meeting its obligations hereunder. To the extent that any
person acquires a right to receive payments from the Company hereunder, such
right shall be no greater than the right of an unsecured creditor of the
Company.

14.      ASSIGNMENT.

Except as otherwise provided in this Agreement, this Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, representatives, successors and assigns. This Agreement shall not be
assignable by Executive, and shall be assignable by the Company only to any
corporation or other entity resulting from the reorganization, merger or
consolidation of the Company with any other corporation or

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entity or any corporation or entity to or with which the Company's business or
substantially all of its business or assets may be sold, exchanged or
transferred.

15.      ENTIRE AGREEMENT; AMENDMENT.

This Agreement shall supersede any and all existing oral or written agreements,
representations, or warranties between Executive and the Company or any of its
affiliates relating to the terms of Executive's employment by the Company. It
may not be amended except by a written agreement signed by both parties.

16.      GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware applicable to agreements made and to be performed in that
State, without regard to its conflict of laws provisions.

17.      NOTICES.

Any notice, consent, request or other communication made or given in connection
with this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by registered or certified mail, return receipt
requested, or by facsimile or by hand delivery, to those listed below at their
following respective addresses or at such other address as each may specify by
notice to the others:

                  To the Company:

                  Cenuco, Inc.
                  2000 Lenox Drive
                  Suite 202
                  Lawrenceville, NJ 08648
                  Chief Financial Officer

                  To Executive:

                  Joseph Falsetti
                  c/o Cenuco, Inc.
                  2000 Lenox Drive
                  Suite 202
                  Lawrenceville, NJ 08648

18.      MISCELLANEOUS.

         (a)      WAIVER.

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         The failure of a party to insist upon strict adherence to any term of
         this Agreement on any occasion shall not be considered a waiver thereof
         or deprive that party of the right thereafter to insist upon strict
         adherence to that term or any other term of this Agreement.

         (b)      SEPARABILITY.

         Subject to Section 9 hereof, if any term or provision of this Agreement
         is declared illegal or unenforceable by any court of competent
         jurisdiction and cannot be modified to be enforceable, such term or
         provision shall immediately become null and void, leaving the remainder
         of this Agreement in full force and effect.

         (c)      HEADINGS.

         Section headings are used herein for convenience of reference only and
         shall not affect the meaning of any provision of this Agreement.

         (d)      RULES OF CONSTRUCTION.

         Whenever the context so requires, the use of the singular shall be
         deemed to include the plural and vice versa.

         (e)      COUNTERPARTS.

         This Agreement may be executed in any number of counterparts, each of
         which so executed shall be deemed to be an original, and such
         counterparts will together constitute but one Agreement.

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

CENUCO, INC.


By:  /s/ Brian Geiger                        Date:  May 20, 2005
   ------------------------
Name:    Brian Beiger
Title:   Chief Financial Officer


EXECUTIVE

     /s/ Joseph Falsetti                     Date:  May 20, 2005
   ------------------------
Name:    Joseph Falsetti


                                       15
