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<FILENAME>form8-ka_may202005.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ____________________

                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                              ____________________

         Date of Report (Date of earliest event reported): May 20, 2005

                                  CENUCO, INC.
             (Exact name of registrant as specified in its charter)

Delaware                            033-25900                75-2228820
(State or Other Jurisdiction        Commission File          IRS Employer
of Incorporation)                   Number)                  Identification No.)

                 6421 Congress Avenue, Boca Raton, Florida 33487
                    (Address of Principal Executive Offices)

                                  561-994-4446
              (Registrant's Telephone Number, including Area Code)

                                 Not Applicable
          (Former Name or Former Address, If Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


|_|      Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

|X|      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

|_|      Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 140.14d-2(b))

|_|      Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))

                              ____________________

<PAGE>

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Information included in this Form 8-K may contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 (the "Securities
Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). This information may involve known and unknown risks,
uncertainties and other factors that may cause Cenuco, Inc.'s ("Cenuco") and
Hermes Acquisition Company I LLC's ("Hermes") actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe Cenuco's and
Hermes' future plans, strategies and expectations, are generally identifiable by
use of the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. Forward-looking statements
are based on assumptions that may be incorrect, and there can be no assurance
that any projections or other expectations included in any forward-looking
statements will come to pass. Cenuco's and Hermes' actual results could differ
materially from those expressed or implied by the forward-looking statements as
a result of various factors. Except as required by applicable laws, Cenuco
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         (a) On May 20, 2005, pursuant to the terms of the Merger Agreement,
dated March 16, 2005, as amended May 10, 2005 (the "Merger Agreement"), among
Cenuco, Hermes Holding Company, Inc., a newly formed Delaware corporation and
wholly owned subsidiary of Cenuco ("Merger Sub"), and Hermes, the parties
executed a Plan of Merger (the "Plan of Merger") setting forth certain terms
relating to the merger of Merger Sub with and into Hermes (the "Merger"). A
summary of the Merger Agreement, including the Plan of Merger, and the terms of
the Merger have been set forth in the Current Report on Form 8-K filed by Cenuco
with the Securities and Exchange Commission (the "Commission") on March 17, 2005
and the Current Report on Form 8-K/A filed with the Commission on May 10, 2005.
A copy of the Plan of Merger is attached to, and incorporated by reference in
this Item of, this Current Report on Form 8-K/A as Exhibit 10.4.

         (b) On May 20, 2005, Cenuco and Joseph Falsetti, Cenuco's newly
appointed Chairman of the Board and Chief Executive Officer, entered into an
Employment Agreement dated as of May 20, 2005 (the "Falsetti Employment
Agreement") for a three year period ending May 19, 2008, subject to automatic
renewal for an additional three year term unless terminated by Cenuco or Mr.
Falsetti with 90-days' prior written notice. Mr. Falsetti will receive an annual
base salary of $450,000 and will be eligible to participate in or receive
benefits under any employee benefit plans generally made available to similarly
situated executives. In addition, Mr. Falsetti will be eligible to receive
options to purchase shares of Cenuco's common stock at the sole discretion of
the board of directors or the newly established Compensation Committee of the
board of directors. The Falsetti Employment Agreement provides for payment to
Mr. Falsetti of an amount equal to two times his base salary, payable in twenty
four equal payments, the

                                       -2-
<PAGE>

immediate vesting of all benefits, awards and grants and continuation for one
year of all health benefit plans, programs or arrangements if Cenuco terminates
Mr. Falsetti's employment other than for Cause (as defined in the Falsetti
Employment Agreement) or if Mr. Falsetti terminates his employment at any time
within six months following a Change in Control (as defined in the Falsetti
Employment Agreement) because of a change in his duties inconsistent with his
position, reporting, responsibilities, titles or offices prior to the Change in
Control, a reduction in his base salary, the failure of Cenuco to maintain Mr.
Falsetti's participation in its benefit plans, the failure to provide Mr.
Falsetti with appropriate adjustments to compensation and relocation allowance
in the event he is required to relocate or the failure of Cenuco to honor its
obligations under the Falsetti Employment Agreement. During the period that any
such severance benefits are being paid, Mr. Falsetti will not engage in any
business that is competitive with the business of Cenuco and for a period of one
year after such severance benefit payments cease or two years after the date of
termination, whichever is later, Mr. Falsetti will not, within 75 miles of any
operating location of Cenuco, engage in any business that is competitive with
the business of Cenuco. A copy of the Falsetti Employment Agreement is attached
to, and incorporated by reference in this Item of, this Current Report on Form
8-K/A as Exhibit 10.5. The foregoing description of the Falsetti Employment
Agreement is qualified in its entirety by reference to the full text of the
Falsetti Employment Agreement.

         (c) On May 20, 2005, Cenuco and Steven Bettinger, former President and
Chief Executive Officer and a former member of Cenuco's board of directors, and
Cenuco's newly appointed Vice President of Corporate Development and Investor
Relations, entered into an Employment Agreement dated as of May 20, 2005 (the
"Bettinger Employment Agreement") for a three year period ending May 19, 2008.
Mr. Bettinger will receive an annual base salary of $250,000 and will be
eligible to participate in or receive benefits under any employee benefit plans
generally made available to similarly situated executives. In addition, Mr.
Bettinger will be eligible to receive options to purchase shares of Cenuco's
common stock at the sole discretion of the board of directors or the newly
established Compensation Committee of the board of directors. The Bettinger
Employment Agreement provides for payment to Mr. Bettinger of an amount equal to
the base salary that would have been paid during the remaining term of the
Bettinger Employment Agreement, payable in equal monthly installments over the
remaining term, and continuation for the remaining term of all health benefit
plans, programs or arrangements if Cenuco terminates Mr. Bettinger's employment
other than for Cause (as defined in the Bettinger Employment Agreement) or if
Mr. Bettinger terminates his employment at any time within six months following
a Change in Control (as defined in the Bettinger Employment Agreement) because
of a change in his duties inconsistent with his position, reporting,
responsibilities, titles or offices prior to the Change in Control, a reduction
in his base salary, the failure of Cenuco to maintain Mr. Bettinger's
participation in its benefit plans, the failure to provide Mr. Bettinger with
appropriate adjustments to compensation and relocation allowance in the event he
is required to relocate or the failure of Cenuco to honor its obligations under
the Bettinger Employment Agreement. During the period that any such severance
benefits are being paid, Mr. Bettinger will not engage in any business that is
competitive with the business of Cenuco and for a period of one year after such
severance benefit payments cease or two years after the date of termination,
whichever is later, Mr. Bettinger will not, within 75 miles of any operating
location of Cenuco, engage in any business that is competitive with the business
of Cenuco. A copy of the Bettinger Employment Agreement is attached to, and
incorporated by reference in this Item of, this Current Report on Form 8-K/A as
Exhibit 10.6. The foregoing

                                       -3-
<PAGE>

description of the Bettinger Employment Agreement is qualified in its entirety
by reference to the full text of the Bettinger Employment Agreement.

         (d) On May 20, 2005, Cenuco entered into Indemnification Agreements
(the "Indemnification Agreements") with each of Messrs. Edward J. Doyle, Joseph
A. Falsetti, Robert Picow, Kenneth D. Taylor and Francis Ziegler, the directors
of Cenuco following the completion of the Merger. The Indemnification Agreements
provide, among other things, that Cenuco will indemnify and hold harmless each
of the directors to the fullest extent not prohibited by applicable law and will
advance expenses incurred by each of the directors provided that such director
undertakes in writing to repay any such advances in the event that it is
ultimately determined that such director is not entitled to indemnification. A
copy of the form of Indemnification Agreement is attached to, and incorporated
by reference in this Item of, this Current Report on Form 8-K/A as Exhibit 10.7.
The foregoing description of the Indemnification Agreements is qualified in its
entirety by reference to the full text of the form of Indemnification Agreement.

ITEM 2.01  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

         On May 20, 2005, pursuant to the Merger Agreement and the Plan of
Merger, Merger Sub was merged with and into Hermes. A copy of the Merger
Agreement was previously filed as an Exhibit to a Current Report on Form 8-K
filed by Cenuco on March 17, 2005 and a copy of the amendment to the Merger
Agreement was filed as an Exhibit to a Current Report on Form 8-K/A filed by
Cenuco on May 10, 2005. In the Merger, the members of Hermes (the "Hermes
Members") received an aggregate of 2,553.6746 shares of Cenuco's Series A Junior
Participating Preferred Stock, par value $0.001 per share (the "Series A
Preferred Stock"), representing 65% of the outstanding voting power of Cenuco
capital stock.

         A copy of the proposed Certificate of Designation, Preferences and
Rights of the Series A Preferred Stock (the "Certificate of Designation") was
previously filed as an Exhibit to the Current Report on Form 8-K/A filed by
Cenuco on May 10, 2005. Cenuco's certificate of incorporation authorizes Cenuco
to issue up to 1,000,000 shares of preferred stock, and the board of directors
has the authority, without further action by the holders of the outstanding
shares of the Common Stock, to issue shares of the preferred stock from time to
time in one or more series with such designations, preferences, conversion
rights, cumulative, relative, participating, optional or other rights, including
voting rights, qualifications, limitations or restrictions. The designation,
preferences, conversion rights, cumulative, relative, participating, optional
and other rights, including voting rights, qualifications, limitations and
restrictions of the Series A Preferred Stock are set forth in the Certificate of
Designation.

         There are currently outstanding 13,750,556 shares of Common Stock and
options and warrants with respect to an aggregate of 2,786,712 shares of Common
Stock. As a consequence of the consummation of the Merger, the Hermes Members
own 65% of the outstanding voting power of Cenuco capital stock and, upon
conversion of the Series A Preferred Stock into Common Stock, such holders of
the Series A Preferred Stock will own 65% of the then outstanding shares of
Common Stock. Conversion of the Series A Preferred Stock into Common Stock
requires the authorization of Cenuco's holders of Common Stock (without the vote
of holders of Series A Preferred Stock) to (a) an amendment to Cenuco's
certificate of

                                       -4-
<PAGE>

incorporation increasing the authorized shares of the Common Stock to such
number as, at a minimum, would permit the conversion of all the shares of the
Series A Preferred Stock and any other shares of Common Stock that may be issued
in connection with the Merger and (b) the issuance of the shares of Common Stock
upon conversion of all of the shares of the Series A Preferred Stock (the
"Voting Proposals").

         Each share of the Series A Preferred Stock will initially be
convertible into 10,000 shares of Common Stock. This conversion ratio assumes
that no existing options or warrants are exercised prior to the date of
conversion of the Series A Preferred Stock into Common Stock. Any such exercise
would result in an adjustment in the conversion ratio and the number of shares
of Common Stock issuable upon conversion to retain the 65% ratio. The conversion
ratio and the shares of Common Stock issuable upon conversion are also subject
to adjustment upon the occurrence of stock splits, stock dividends or similar
events.

         As previously described in the Current Report on Form 8-K/A filed by
Cenuco on May 10, 2005, prior to the earlier of (x) December 31, 2005 and (y)
the date the Cenuco stockholders approve the Voting Proposals, Hermes has agreed
that it shall not, by acting through Cenuco's board of directors or otherwise,
cause Cenuco to: (i) declare any dividends or distributions on any capital stock
of Cenuco prior to March 31, 2006, (ii) cause any default or breach under the
terms of the Certificate of Designation; (iii) cause the liquidation (voluntary
or otherwise), dissolution or winding up of Cenuco; (iv) enter into any
consolidation, merger, combination or other similar transaction in which issued
and outstanding shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property; or (v) otherwise alter or
change in any material respect the powers, preferences or special rights of the
Series A Preferred Stock.

         The Merger Agreement obligates the board of directors of Cenuco, as
soon as practicable, but in no event later than 120 days after the effective
time of the Merger, to call a meeting of Cenuco stockholders to consider and
vote upon the Voting Proposals. As previously described in the Current Report on
Form 8-K/A filed by Cenuco on May 10, 2005, certain stockholders of Cenuco who
are the beneficial owners of an aggregate of 7,220,654 shares of Common Stock
have agreed to vote their shares of Common Stock in favor of the Voting
Proposals. Because the Cenuco stockholders who have agreed to vote their shares
in favor of the Voting Proposals hold approximately 52.5% of the outstanding
shares of Common Stock, their vote in favor of the Voting Proposals will be
sufficient to approve the Voting Proposals without the vote of any other Cenuco
stockholder if no additional shares of Common Stock are issued prior to the
record date for the stockholder meeting.

         Except for the Merger Agreement and the transactions contemplated by
the Merger Agreement, including, without limitation, the provisions of the
voting agreements, neither Cenuco, nor its directors and officers, had any
material relationship with Hermes or any of the Hermes Members.

         The foregoing descriptions of the Merger Agreement and the Certificate
of Designation are qualified in their entirety by reference to the full text of
the Current Report on Form 8-K filed by Cenuco on March 17, 2005 and the Current
Report on Form 8-K/A filed by Cenuco on May

                                       -5-
<PAGE>

10, 2005 and the full texts of the Merger Agreement and the Certificate of
Designation filed as Exhibits thereto.

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES

         Reference is made to the disclosure set forth under Item 2.01 of this
Current Report on Form 8-K/A, which disclosure is incorporated herein by
reference.

         As discussed above, in connection with the consummation of the Merger,
Cenuco issued a total of 2,553.6746 shares of its Series A Preferred Stock to
the Hermes Members. Upon approval by the holders of the Common Stock of the
Voting Proposals at a duly convened meeting of the stockholders of Cenuco, the
shares of Series A Preferred Stock will be mandatorily converted into shares of
Common Stock representing 65% of the issued and outstanding shares of Common
Stock.

         Cenuco relied upon Section 4(2) of the Securities Act for the offer and
sale. Cenuco believed that Section 4(2) was available because the offer and sale
did not involve a public offering and there was not general solicitation or
general advertising involved in the offer or sale.

ITEM 5.01  CHANGES IN CONTROL OF REGISTRANT

         Reference is made to the disclosure set forth under Items 1.01 and 2.01
of this Current Report on Form 8-K/A, which disclosure is incorporated herein by
reference.

         As discussed above, in connection with the consummation of the Merger,
Cenuco issued a total of 2,553.6746 shares of its Series A Preferred Stock to
the Hermes Members representing 65% of the outstanding voting power of Cenuco
capital stock.

         Also, on May 20, 2005, in connection with the consummation of the
Merger, Steven Bettinger, Andrew Lockwood and Jack Phelan resigned as members of
Cenuco's board of directors. The remaining director, Robert Picow, appointed
three new directors, Joseph A. Falsetti, Kenneth D. Taylor and Edward J. Doyle,
to fill the vacancies resulting from the resignations. The four directors then
appointed a fifth director, Francis Ziegler to the board. The newly constituted
board appointed the following new officers for Cenuco:

             Joseph A. Falsetti         President and Chief Executive
                                        Officer
             Brian J Geiger             Chief Financial Officer
             William B. Acheson         Vice President, Global Sales
             Franco Pettinato           Senior Vice President, Operations

         Cenuco's board of directors has established two new standing
committees, a Compensation Committee and a Nominating Committee, in addition to
its Audit Committee. Each of Messrs. Doyle, Taylor and Ziegler was determined by
the board of directors to be an independent director as such term is defined in
Rule 121A of the American Stock Exchange Company Guide and Rule 10A-3 under the
Exchange Act. Messrs. Doyle, Taylor and Ziegler have been appointed to serve on
each of the Audit Committee, the Compensation Committee and the Nominating
Committee.

                                       -6-
<PAGE>

         Steven Bettinger resigned his position as the President and Chief
Executive Officer, Jordan Serlin resigned his position as Chief Operating
Officer and Adam Wasserman resigned his position as Chief Financial Officer of
Cenuco on May 20, 2005. Mr. Bettinger was then appointed Vice President of
Corporate Development and Investor Relations of Cenuco and Messrs. Serlin and
Wasserman became officers of a newly created Wireless Data Products and
Technology Division of Cenuco. At the same time, Robert Picow was appointed
Chief Executive Officer of the Wireless Data Products and Technology Division.

         On May 10, 2005 Cenuco filed an information statement (the "Information
Statement") pursuant to Section 14(f) of the Exchange Act and Rule 14f-1
promulgated thereunder with respect to the Hermes designees and mailed a copy of
the Information Statement to its stockholders on May 10, 2005.

ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF PRINCIPAL OFFICERS.

         Reference is made to the disclosure set forth under Item 5.01 of this
Current Report on Form 8-K/A, which disclosure is incorporated herein by
reference.

ITEM 5.03  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
           YEAR

         For accounting purposes, Hermes will be deemed to be the acquirer in a
reverse transaction and consequently the transaction will be treated as a
recapitalization of Hermes. Herme's financial statements will become the
historical financial statements of the post-Merger entity. Because Hermes has a
fiscal year that ends on the last day of February, as compared with Cenuco's
fiscal year that ends on June 30, Cenuco changed its fiscal year to the last day
of February, effective with the effective time of the Merger. Cenuco will file a
transition report on Form 10-K for the period from March 1, 2004 to February 28,
2005 not later than ninety (90) calendar days after the date that the board of
directors of Cenuco determined to change Cenuco's fiscal year.

         On May 20, 2005, Cenuco's board of directors approved a restated
certificate of incorporation which was filed with the Secretary of State of the
State of Delaware on May 23, 2005. The restated certificate of incorporation
restates and integrates and does not further amend the provisions of Cenuco's
certificate of incorporation as theretofore amended or supplemented. A copy of
the restated certificate of incorporation is attached to, and incorporated by
reference in this Item of, this Current Report on Form 8-K/A as Exhibit 3(i).

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Financial Statements of Businesses Acquired

         As permitted by Item 9.01(a)(4) of Form 8-K, Cenuco will, if required,
file the financial statements required by Item 9.01(a)(1) of Form 8-K pursuant
to an amendment to this Current Report on Form 8-K/A not later than seventy one
(71) calendar days after the date this Form 8-K/A must be filed.

                                       -7-
<PAGE>

         (b)      Pro Forma Financial Information

         As permitted by Item 9.01(b)(2) of Form 8-K, Cenuco will, if required,
file the financial statements required by Item 9.01(b)(1) of Form 8-K pursuant
to an amendment to this Current Report on Form 8-K/A not later than seventy one
(71) calendar days after the date this Form 8-K/A must be filed.

         (c)      Exhibits

         Number            Description of Exhibit
         ------            ----------------------
         3(i)              Restated Certificate of Incorporation of Cenuco,
                           Inc. (1)

         10.4              Plan of Merger, dated May 20, 2005, among Cenuco,
                           Inc., Hermes Holding Company, Inc. and Hermes
                           Acquisition Company I LLC (1)

         10.5              Employment Agreement, dated May 20, 2005, between
                           Joseph Falsetti and Cenuco, Inc. (1)

         10.6              Employment Agreement, dated May 20, 2005, between
                           Steven Bettinger and Cenuco, Inc. (1)

         10.7              Form of Indemnification Agreement between Cenuco,
                           Inc. and each of the members of the board of
                           directors of Cenuco, Inc. (1)

         ------------------------

         (1)      Filed herewith

                                       -8-
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: May 26, 2005                      CENUCO, INC.


                                    By: /s/  Joseph A. Falsetti
                                        ----------------------------
                                             Joseph A. Falsetti
                                             President and Chief
                                             Executive Officer

                                       -9-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>2
<FILENAME>ex_3i.txt
<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION
<TEXT>
                                                                    EXHIBIT 3(i)
                                    RESTATED
                          CERTIFICATE OF INCORPORATION

                                       FOR

                                  CENUCO, INC.

         Pursuant to Section 245 of the General Corporation Law of the State of
Delaware, the undersigned officer of Cenuco, Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), originally incorporated by filing of a Certificate of
Incorporation with the Secretary of State of the State of Delaware on April 19,
1988 under the name ALLURISTICS INC., in accordance with the provisions of
Section 103 thereof, DOES HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors by
Section 245 of the General Corporation Law of the State of Delaware, the Board
of Directors on May 20, 2005 duly adopted, without a vote of the stockholders of
the Corporation, this Restated Certificate of Incorporation that restates and
integrates and does not further amend the provisions of the Corporation's
certificate of incorporation as heretofore amended or supplemented and does not
contain any discrepancy between those provisions and the provisions of the
Restated Certificate of Incorporation:

                                    ARTICLE I
                                      NAME

         The name of the Corporation is Cenuco, Inc.

                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT

         The address of this Corporation's registered office in the State of
Delaware is in care of The Corporation Trust Company, 1209 Orange Street, in the
City of Wilmington and County of New Castle. The name of the registered agent is
The Corporation Trust Company.

                                   ARTICLE III
                                    PURPOSES

         The purposes for which this Corporation is organized are to conduct any
type of business endeavor which is legal pursuant to the laws of the State of
Delaware.

                                   ARTICLE IV
                                 SHARES OF STOCK

         The total number of shares of stock which the Corporation shall have
the authority to issue is Twenty Five Million (25,000,000) shares of Common
Stock with a par value of $.001 per share and One Million (1,000,000) shares of
Preferred Stock with a par value of $.001 per share. Series of Preferred Stock
may be created and issued from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other


<PAGE>

rights, including voting rights, qualification, limitations or restrictions
thereof as shall be stated and expressed in the resolution or resolutions
providing for the creation and issuance of such series of Preferred stock as
adopted by the Board of Directors pursuant to the authority in this paragraph
given.

         A series of Preferred Stock of the Corporation is hereby created from
the authorized shares of Preferred Stock. The designation and amount thereof and
the voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as set forth in Exhibit A attached hereto.

                                    ARTICLE V
                                    DURATION

         The period of duration for this Corporation shall be perpetual.

                                   ARTICLE VI
                             SHAREHOLDERS' MEETINGS

         Meetings of shareholders of this Corporation may be held within or
without the State of Delaware, as provided in the Bylaws.

                                   ARTICLE VII
                                   AMENDMENTS

         The Corporation reserves the right to amend, alter or change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by the Delaware statutes, and all rights conferred upon
shareholders are granted subject to this reservation.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         The Corporation shall indemnify to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as may be amended from time
to time, any director or officer of the Corporation who is a party or who is
threatened to be made a party to any proceeding which is a threatened, pending
or completed action or suit brought against said officer or director in his
official capacity. The Corporation shall not indemnify any director or officer
in any action or suit, threatened, pending or completed, brought by him against
the Corporation, in the event the officer or director is not the prevailing
party. Indemnification of any other persons, such as employees or agents of the
Corporation, or serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be determined in the sole and absolute
discretion of the Board of Directors of the Corporation.

                                       -2-
<PAGE>

         IN WITNESS WHEREOF, Cenuco, Inc. has caused this Restated Certificate
of Incorporation to be signed by Joseph A. Falsetti, its President, this 20th
day of May, 2005.

                                             CENUCO, INC.

                                             By: /s/ Joseph A. Falsetti
                                                ------------------------
                                                      Joseph A. Falsetti
                                                      President

                                       -3-
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                                                                       EXHIBIT A

                       DESIGNATION, PREFERENCES AND RIGHTS
                                       OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

         Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" and the number of
shares constituting such series shall be 2,553.6746.

         Section 2. Dividends and Distributions.

                  (A) The holders of shares of Series A Junior Participating
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the last day of March, June, September and December
in each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on March 31, 2006, in an amount per share equal to
$0.001.

                  (B) In addition to all dividends payable pursuant to Paragraph
(A) above, the Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock in an amount per share equal to
the product of the then effective Conversion Number (as defined in Section 8(A))
times the aggregate per share amount of all cash dividends, and the then
effective Conversion Number times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock,
par value $0.001 per share, of the Corporation (the "Common Stock") immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock) and any such dividend shall be paid
to holders of shares of Series A Junior Participating Preferred Stock on or
prior to the date of payment with respect to shares of Common Stock.

                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Junior Participating Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend

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or distribution declared thereon, which record date shall be no more than thirty
(30) days prior to the date fixed for the payment thereof.

         Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

                  (A) Each share of Series A Junior Participating Preferred
Stock shall entitle the holder thereof to a number of votes on all matters
submitted to a vote of the holders of Common Stock equal to the product of the
Conversion Number times the number of votes to which each share of Common Stock
shall entitle the holder thereof; provided, however, that except as may be
required by law, the holders of shares of Series A Junior Participating
Preferred Stock shall not be entitled to any voting rights on any matters
relating primarily or exclusively to the Merger Agreement (as hereinafter
defined) and the transactions contemplated thereby presented before or at any
duly convened meeting of the stockholders of the Corporation called for the
primary purpose of approving the issuance of shares of Common Stock of the
Corporation in connection with that certain Merger Agreement, dated as of March
16, 2005, as amended, by and among the Corporation, Hermes Holding Company, Inc.
and Hermes Acquisition Company I LLC (the "Merger Agreement").

                  (B) Except as otherwise provided herein (including Section
8(A)) or by law, the holders of shares of Series A Junior Participating
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of stockholders of the Corporation.

                  (C)      (i)      If at any time dividends on any Series A
Junior Participating Preferred Stock shall be in arrears in an amount equal to
six (6) quarterly dividends thereon, the occurrence of such contingency shall
mark the beginning of a period (herein called a "default period") which shall
extend until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on all
shares of Series A Junior Participating Preferred Stock then outstanding shall
have been declared and paid or set apart for payment. During each default
period, all holders of Preferred Stock (including holders of the Series A Junior
Participating Preferred Stock) with dividends in arrears in an amount equal to
six (6) quarterly dividends thereon, voting as a class, irrespective of series,
shall have the right to elect two (2) Directors.

                           (ii)     During any default period, such voting right
of the holders of Series A Junior Participating Preferred Stock may be exercised
initially at a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of stockholders, and thereafter at annual
meetings of stockholders, provided that such voting right shall not be exercised
unless the holders of ten percent (10%) in number of shares of Preferred Stock
outstanding shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Preferred Stock of such voting right. At any meeting at which the holders of
Preferred Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect Directors
to fill such vacancies, if any, in the Board of Directors as may then exist up
to two (2) Directors or, if such right is exercised at an annual meeting, to
elect two (2) Directors. If the number which may be so elected at any special
meeting does not amount to the required

                                       A-2
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number, the holders of the Preferred Stock shall have the right to make such
increase in the number of Directors as shall be necessary to permit the election
by them of the required number. After the holders of the Preferred Stock shall
have exercised their right to elect Directors in any default period and during
the continuance of such period, the number of Directors shall not be increased
or decreased except by vote of the holders of Preferred Stock as herein provided
or pursuant to the rights of any equity securities ranking senior to or pari
passu with the Series A Junior Participating Preferred Stock.

                           (iii)    Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding, irrespective of series,
may request, the calling of a special meeting of the holders of Preferred Stock,
which meeting shall thereupon be called by the President, a Vice-President or
the Secretary of the Corporation. Notice of such meeting and of any annual
meeting at which holders of Preferred Stock are entitled to vote pursuant to
this Paragraph (C)(iii) shall be given to each holder of record of Preferred
Stock by mailing a copy of such notice to such holder at such holder's last
address as the same appears on the books of the Corporation. Such meeting shall
be called for a time not earlier than twenty (20) days and not later than sixty
(60) days after such order or request, or in default of the calling of such
meeting within sixty (60) days after such order or request, such meeting may be
called on similar notice by any stockholder or stockholders owning in the
aggregate not less than ten percent (10%) of the total number of shares of
Preferred Stock outstanding. Notwithstanding the provisions of this Paragraph
(C)(iii), no such special meeting shall be called during the period within sixty
(60) days immediately preceding the date fixed for the next annual meeting of
the stockholders.

                           (iv)     In any default period, the holders of Common
Stock, and other classes of stock of the Corporation, if applicable, shall
continue to be entitled to elect the whole number of Directors until the holders
of Preferred Stock shall have exercised their right to elect two (2) Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except as
provided in Paragraph (C)(ii) of this Section 3) be filled by vote of a majority
of the remaining Directors theretofore elected by the holders of the class of
stock which elected the Director whose office shall have become vacant.
References in this Paragraph (C) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.

                           (v)      Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to elect
Directors shall cease, (y) the term of any Directors elected by the holders of
Preferred Stock as a class shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Amended and Restated
Certificate of Incorporation, as amended, or By-laws of the Corporation
irrespective of any increase made pursuant to the provisions of Paragraph
(C)(ii) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Amended and Restated
Certificate of Incorporation, as amended, or By-laws of the Corporation). Any

                                       A-3
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vacancies in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the remaining
Directors.

                  (D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

         Section 4. Certain Restrictions.

                  (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating Preferred Stock as
provided in Section 2 hereof are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series A Junior Participating Preferred Stock outstanding shall have been paid
in full, the Corporation shall not:

                           (i)      declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for consideration
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock;

                           (ii)     declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, except dividends paid ratably on the
Series A Junior Participating Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;

                           (iii)    redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Junior
Participating Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock; or

                           (iv)     purchase or otherwise acquire for
consideration any shares of Series A Junior Participating Preferred Stock, or
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior Participating
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

                  (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the

                                       A-4
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Corporation could, under Paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.

         Section 5. Reacquired Shares. Shares of Series A Junior Participating
Preferred Stock that have been issued and reacquired in any manner, including
shares purchased, redeemed or converted, shall (upon compliance with any
applicable provisions of the General Corporation Law of the State of Delaware)
have the status of authorized and unissued shares of the class of Preferred
Stock undesignated as to series and may be redesignated and reissued as part of
any series of the Preferred Stock; provided, however, that no such issued and
reacquired shares of Series A Junior Participating Preferred Stock shall be
reissued or sold as Series A Junior Participating Preferred Stock.

         Section 6. Liquidation, Dissolution or Winding Up.

                  (A) Upon any liquidation (voluntary or otherwise), dissolution
or winding up of the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Series A Junior Participating
Preferred Stock shall have received an amount equal to $1,000 per share of
Series A Junior Participating Preferred Stock, plus an amount equal to accrued
and unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series A Liquidation Preference"). Following the
payment of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) the then effective Conversion Number. Following the payment
of the full amount of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A Junior Participating
Preferred Stock and Common Stock, respectively, holders of Series A Junior
Participating Preferred Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the remaining assets to be
distributed such that each share of Series A Junior Participating Preferred
Stock receives an amount that is equal to the product of (x) the then effective
Conversion Number and (y) the amount that is distributed with respect to each
share of the Common Stock.

                           (B)      In the event, however, that there are not
sufficient assets available to permit payment in full of the Series A
Liquidation Preference and the liquidation preferences of all other series of
Preferred Stock, if any, that rank on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior Participating
Preferred Stock, then such remaining assets shall be distributed ratably to the
holders of such parity shares in proportion to their respective liquidation
preferences. In the event that after payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of Preferred
Stock, if any, there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

                                       A-5
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         Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property (other than the transactions
contemplated by the Merger Agreement (as defined in Section 3(A))), then in any
such case the shares of Series A Junior Participating Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per share equal to
the then effective Conversion Number times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.

         Section 8. Conversion.

                  (A) Automatic Conversion. Each share of Series A Junior
Participating Preferred Stock shall be automatically converted, without the
payment of any additional consideration by the holder thereof, into a number of
shares of Common Stock equal to the then effective Conversion Number immediately
upon the approval of resolutions authorizing (x) an amendment to the
Corporation's Amended and Restated Certificate of Incorporation, as amended,
increasing the authorized shares of the Common Stock to such number as, at a
minimum, would permit the conversion of all the shares of the Series A Junior
Participating Preferred Stock and any other shares of Common Stock that may be
issued in connection with the consummation of the transactions contemplated by
that certain Plan of Merger, dated as of May 20, 2005, between Hermes Holding
Company, Inc. and Hermes Acquisition Company I LLC and (y) the issuance by the
Corporation of the shares of Common Stock upon conversion of all of the shares
of the Series A Junior Participating Preferred Stock, by vote of the holders of
shares of Common Stock, voting as a single class (without the vote of holders of
shares of the Series A Junior Participating Preferred Stock), representing a
majority of the votes cast on such resolution at a duly convened meeting of the
stockholders of the Company. The term "Conversion Number" means the number of
shares of Common Stock that shall be deliverable upon conversion of each share
of Series A Junior Participating Preferred Stock, without the payment of any
additional consideration by the holders of Series A Junior Participating
Preferred Stock, and shall be equal to ten thousand (10,000), subject adjustment
as hereinafter provided.

                  (B) Mechanics of Conversion. Upon the occurrence of the event
specified in Paragraph (A) of this Section 8, the Series A Junior Participating
Preferred Stock shall be converted into a number of shares of Common Stock equal
to the then effective Conversion Number automatically and without any further
action by the holders of such shares and whether or not the certificates
representing such shares are surrendered to the Corporation or its transfer
agent; provided, however, that all holders of shares of Series A Junior
Participating Preferred Stock shall be given written notice of the occurrence of
the event specified in Paragraph (A) of this Section 8, including the date such
event occurred (the "Mandatory Conversion Date"), and the Corporation shall not
be obligated to issue certificates evidencing the shares of Common Stock
issuable upon such conversion unless certificates evidencing such shares of the
Series A Junior Participating Preferred Stock being converted are either
delivered to the Corporation or its transfer agent, or the holder notifies the
Corporation or any transfer agent that such certificates have been lost, stolen,
or destroyed and executes an agreement satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in connection therewith,
but without the need to provide any indemnity bond. On the Mandatory Conversion
Date, all rights with respect

                                       A-6
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to the Series A Junior Participating Preferred Stock so converted, including the
rights, if any, to receive notices and vote, shall terminate, except any of the
rights of the holders thereof, upon surrender of their certificate or
certificates therefor, to receive certificates for the number of shares of
Common Stock into which such Series A Junior Participating Preferred Stock has
been converted, together with cash in an amount equal to all dividends declared
but unpaid on, and any and all other amounts owing with respect to, the shares
of Series A Junior Participating Preferred Stock converted to and including the
time of conversion. Upon the automatic conversion of the Series A Junior
Participating Preferred Stock, the holders of such Series A Junior Participating
Preferred Stock shall surrender the certificates representing such shares at the
office of the Corporation or of its transfer agent. If so required by the
Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or by
the holder's attorney duly authorized in writing. Upon surrender of such
certificates there shall be issued and delivered to such holder, promptly at
such office and in the holder's name as shown on such surrendered certificate or
certificates, a certificate or certificates for the number of shares of Common
Stock into which the shares of the Series A Junior Participating Preferred Stock
surrendered were convertible on the date on which such automatic conversion
occurred, together with cash in an amount equal to all dividends declared but
unpaid on, and any and all other amounts owing with respect to, the shares of
Series A Junior Participating Preferred Stock converted to and including the
time of conversion. No fractional share of Common Stock shall be issued upon
automatic conversion of the Series A Junior Participating Preferred Stock. In
lieu of any fractional share to which the holder would otherwise be entitled,
the Corporation shall pay cash equal to such fraction multiplied by the then
effective Fair Market Value of the Common Stock (as defined in Section 8(J)).

                  (C) Adjustments to Conversion Number for Diluting Issues.

                           (i)      Options and Convertible Securities. For
purposes of this Section 8(C), the following definitions shall apply:

                                    (a)      "Option" shall mean rights, options
or warrants to subscribe for, purchase or otherwise acquire either Common Stock
or Convertible Securities.

                                    (b)      "Original Issue Date" shall mean
May 20, 2005, the first date on which a share of Series A Junior Participating
Preferred Stock was issued.

                                    (c)      "Convertible Securities" shall mean
any evidences of indebtedness, shares of capital stock (other than Common Stock)
or other securities directly or indirectly convertible into or exchangeable for
Common Stock.

                                    (d)      "Additional Shares of Common Stock"
shall mean all shares of Common Stock issued by the Corporation as a consequence
of the exercise of any Option outstanding on the Original Issue Date or the
conversion or exchange of any Convertible Securities outstanding on the Original
Issue Date.

                           (ii)     Stock Dividends, Stock Distributions and
Subdivisions. In the event the Corporation at any time or from time to time
after the Original Issue Date shall declare

                                       A-7
<PAGE>

or pay any dividend or make any other distribution on the Common Stock or the
Preferred Stock payable in Common Stock, Options or Convertible Securities or
effect a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in Common Stock),
then and in any such event, Additional Shares of Common Stock shall be deemed to
have been issued:

                                    (a)      in the case of any such dividend or
distribution, immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive such
dividend or distribution; provided, however, that if such record date shall have
been fixed and no part of such dividend shall have been paid on the date fixed
therefor, the adjustment previously made in the Conversion Number that became
effective on such record date shall be cancelled as of the close of business on
such record date, and thereafter the Conversion Number shall be adjusted
pursuant to this Section 8(C)(ii) as of the time of actual payment of such
dividend; or

                                    (b)      in the case of any such
subdivision, at the close of business on the date immediately prior to the date
upon which such corporate action becomes effective.

                           (iii)    Adjustment of Conversion Number Upon
Issuance of Additional Shares of Common Stock. In the event that at any time or
from time to time after the Original Issue Date, the Corporation shall issue
Additional Shares of Common Stock (including Additional Shares of Common Stock
deemed to be issued pursuant to Section 8(C)(i)(d) but excluding Additional
Shares of Common Stock deemed to be issued pursuant to Section 8(C)(ii), which
event is dealt with in Section 8(C)(iv)(a)), then and in such event, such
Conversion Number shall be increased, concurrently with such issue, to a number
(calculated to the nearest one hundred thousandth) determined in accordance with
the following formula:

                  CN =     N1 + 1.8571429 (Q1 / Q2)

         where:

                  CN =     New Conversion Number.

                  N1 =     Conversion Number of Series A Junior Participating
                           Preferred Stock in effect immediately prior to new
                           issue.

                  Q1 =     Number of Additional Shares of Common Stock issued or
                           deemed issued.

                  Q2 =     Number of shares of Series A Junior Participating
                           Preferred Stock outstanding at the time of the new
                           issue.

                           (iv)     Adjustment for Dividends, Distributions,
Subdivisions, Combinations or Consolidations of Common Stock.

                                       A-8
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                                    (a)      Stock Dividends, Distributions or
Subdivisions. In the event the Corporation shall be deemed to issue Additional
Shares of Common Stock pursuant to Section 8(C)(ii) in a stock dividend, stock
distribution or subdivision, the Conversion Number in effect immediately before
such deemed issuance shall, concurrently with the effectiveness of such deemed
issuance, be proportionately increased by (x) multiplying the Conversion Number
in effect immediately prior to such deemed issuance by (y) the number of shares
of Common Stock outstanding, or deemed to be Additional Shares of Common Stock
outstanding, immediately after such issuance and (z) dividing the product
thereof by the number of shares of Common Stock outstanding, or deemed to be
Additional Shares of Common Stock outstanding, immediately prior to such
issuance.

                                    (b)      Combinations or Consolidations. In
the event the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock, the Conversion Number in effect immediately prior to such
combination or consolidation shall, concurrently with the effectiveness of such
combination or consolidation, be proportionately decreased by (x) multiplying
the Conversion Number in effect immediately prior to such combination or
consolidation by (y) the number of shares of Common Stock outstanding, or deemed
to be Additional Shares of Common Stock outstanding, immediately after such
combination or consolidation and (z) dividing the product thereof by the number
of shares of Common Stock outstanding, or deemed to be Additional Shares of
Common Stock outstanding, immediately prior to such combination or
consolidation.

                  (D) Adjustment for Reclassification, Exchange, or
Substitution. In the event that at any time or from time to time after the
Original Issue Date, the Common Stock issuable upon the conversion of the Series
A Junior Participating Preferred Stock shall be changed into the same or a
different number of shares of any class or classes of stock, whether by capital
reorganization, reclassification, or otherwise (other than a subdivision or
combination of shares or stock dividend provided for in Paragraph (C)(iv) of
this Section 8, or a merger, consolidation, or sale of assets provided for in
Section 7), then and in each such event the holder of any shares or shares of
Series A Junior Participating Preferred Stock shall have the right thereafter to
convert such shares into the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification,
or other change, by the holder of a number of shares of Common Stock equal to
the number of shares of Common Stock into which such shares of Series A Junior
Participating Preferred Stock might have been converted immediately prior to
such reorganization, reclassification, or change, all subject to further
adjustment as provided herein.

                  (E) No Impairment. The Corporation shall not, by amendment of
its Amended and Restated Certificate of Incorporation, as amended, or through
any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation but shall at all times in good faith
assist in the carrying out of all the provisions of this Section 8 and in the
taking of all such action as may be necessary or appropriate in order to protect
the conversion rights of the holders of the Series A Junior Participating
Preferred Stock against impairment.

                                       A-9
<PAGE>

                  (F) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Conversion Number pursuant to this Section 8,
the Corporation at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each affected
holder of Series A Junior Participating Preferred Stock a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Corporation shall, upon the
written request at any time of any affected holder of Series A Junior
Participating Preferred Stock, furnish or cause to be furnished to such holder a
like certificate setting forth (i) such adjustments and readjustments, (ii) the
Conversion Number at the time in effect, and (iii) the number of shares of
Common Stock and the amount, if any, of other property which at the time would
be received upon the conversion of each share of Series A Junior Participating
Preferred Stock.

                  (G) Notices of Record Date. In the event of any taking by the
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, the Corporation shall mail to each holder of
Series A Junior Participating Preferred Stock at least ten (10) days prior to
such record date a notice specifying the date on which any such record is to be
taken for the purpose of such dividend or distribution.

                  (H) Certain Taxes. The Corporation shall pay any issue or
transfer taxes payable in connection with the conversion of the Series A Junior
Participating Preferred Stock; provided, however, that the Corporation shall not
be required to pay any tax that may be payable in respect of any transfer to a
name other than that of the holder of the Series A Junior Participating
Preferred Stock.

                  (I) Closing of Books. The Corporation shall at no time close
its transfer books against the transfer of any Series A Junior Participating
Preferred Stock or of any shares of Common Stock issued or issuable upon the
conversion of any shares of Series A Junior Participating Preferred Stock in any
manner that interferes with the timely conversion or transfer of such Series A
Junior Participating Preferred Stock or Common Stock.

                  (J) Fair Market Value of the Common Stock. For the purpose of
any computation hereunder, the "Fair Market Value of the Common Stock" on any
date shall be deemed to be the average of the daily closing prices per share of
such Common Stock for the twenty (20) consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date; provided, however, that in
the event that the Fair Market Value of the Common Stock is determined during
any period following the announcement by the issuer of such Common Stock of (i)
a dividend or distribution on such Common Stock payable in such Common Stock or
securities convertible into such Common Stock or (ii) any subdivision,
combination or reclassification of such Common Stock, and prior to the
expiration of thirty (30) Trading Days after the ex-dividend date for such
dividend or distribution, or the record date for such subdivision, combination
or reclassification, then, and in each such case, the "Fair Market Value of the
Common Stock" shall be appropriately adjusted to reflect the current market
price per share of Common Stock equivalent. The closing price for each day shall
be the last sale price, regular way, or, in case no such sale takes place on
such day, the average of the closing bid and asked prices, regular way, in
either case as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the American
Stock

                                      A-10
<PAGE>

Exchange or, if the shares of Common Stock are not listed or admitted to trading
on the American Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the shares of Common Stock are listed or
admitted to trading or, if the shares of Common Stock are not listed or admitted
to trading on any national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by The Nasdaq Stock Market or such other
system then in use, or, if on any such date the shares of Common Stock are not
quoted by any such organization, the average of the closing bid and asked prices
as furnished by a professional market maker making a market in the shares of
Common Stock selected by the Board of Directors of the Corporation. If on any
such date no such market maker is making a market in the Common Stock, the Fair
Market Value of the Common Stock on such date as determined in good faith by the
Board of Directors of the Corporation shall be used. The term "Trading Day"
shall mean a day on which the principal national securities exchange on which
the shares of Common Stock are listed or admitted to trading is open for the
transaction of business or, if the shares of Common Stock are not listed or
admitted to trading on any national securities exchange, a day that banks in the
City of New York are open for business.

         Section 9. No Redemption. The shares of Series A Junior Participating
Preferred Stock shall not be redeemable.

         Section 10. Amendment. The Amended and Restated Certificate of
Incorporation, as amended, of the Corporation shall not be further amended in
any manner that would alter or change the powers, preferences or special rights
of the Series A Junior Participating Preferred Stock without the affirmative
vote of the holders of a majority or more of the outstanding shares of Series A
Junior Participating Preferred Stock, voting separately as a class.

         Section 11. Fractional Shares. Series A Junior Participating Preferred
Stock may be issued in fractions of a share that shall entitle the holder, in
proportion to such holders fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Junior Participating Preferred Stock.

         Section 12. Appraisal Rights. Holders of shares of Series A Junior
Participating Preferred Stock shall have the same appraisal rights pursuant to
Section 262 of the General Corporation Law of the State of Delaware as holders
of shares of Common Stock.

                                      A-11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex_10-4.txt
<DESCRIPTION>PLAN OF MERGER
<TEXT>
                                                                    EXHIBIT 10.4
                                 PLAN OF MERGER


         PLAN OF MERGER ("Plan"), dated as of May 20, 2005, among Cenuco, Inc.,
a Delaware corporation ("Parent"), Hermes Holding Company, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Hermes
Acquisition Company I LLC, a Delaware limited liability company ("Hermes").
Merger Sub and Hermes are sometimes collectively referred to in this Plan as the
"Constituent Entities."

         WHEREAS, this Agreement is being entered into to provide for the merger
of Merger Sub with and into Hermes (the "Merger"). Upon the Merger, the separate
existence of Merger Sub shall cease and Hermes shall continue under the laws of
the State of Delaware as the surviving entity; and

         WHEREAS, pursuant to the General Corporation Law of Delaware (the
"GCL") and the Limited Liability Company Act of Delaware ("LLC Act"), at the
Effective Time (as defined in Section 1.5), the limited liability company
interests in Hermes ("Interests") will be converted into the number specified in
Section 2.1 hereof of shares of Preferred Stock, par value $.001 per share, of
Parent designated as "Series A Junior Participating Preferred Stock" (the
"Cenuco Preferred Stock") and having the voting powers, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions as set forth in Exhibit F (the
"Certificate of Designation") to the Merger Agreement, dated March 16, 2005,
among Parent, Merger Sub and Hermes, as amended, and subject to adjustment as
provided in Section 2.7 of this Plan.

         NOW, THEREFORE, the parties, intending to be legally bound, agree as
follows:

                                    ARTICLE I

                                   THE MERGER

         1.1 Certificate of Designation; Certificate of Merger. Immediately
prior to the filing of the certificate of merger referred to in Section 1.5,
Parent shall file the Certificate of Designation with the Secretary of State of
Delaware. Promptly thereafter, Hermes shall file the certificate of merger with
the Secretary of State of Delaware evidencing the merger of the Constituent
Entities.

         1.2 The Merger. In accordance with the provisions of this Plan and the
GCL, at the Effective Time, Merger Sub shall be merged with and into Hermes, the
separate existence of Merger Sub shall cease, and Hermes shall thereafter
continue as the surviving entity (the "Surviving Entity") under the laws of the
State of Delaware. The Merger shall have the effects set forth in the GCL and
the LLC Act.

         1.3 Certificate of Formation and Operating Agreement. At the Effective
Time, the Certificate of Formation and Limited Liability Company Operating
Agreement of Hermes, as


<PAGE>

then in effect, shall continue in effect as the Certificate of Formation and
Operating Agreement of the Surviving Entity in the Merger.

         1.4 Members, Managers and Officers. At the Effective Time, (a) Parent
shall become the sole Member of Hermes, (b) the officers and directors of Merger
Sub shall resign their respective positions, and (c) the officers and managers
of Hermes shall continue to serve in their capacities as the officers and
managers of the Surviving Entity until their successors are duly appointed or
elected in accordance with applicable law.

         1.5 Effective Time. The Merger shall become effective at the time and
date of the filing of a certificate of merger with the Department of State of
the State of Delaware, or at such later time and date as provided for in such
certificate of merger as may be permitted by the GCL and the LLC Act (such time
and date is referred to in this Plan as the "Effective Time").

                                   ARTICLE II

                             CONVERSION OF INTERESTS

         2.1 Conversion of Interests. At the Effective Time, each one percent
(1%) Interest in Hermes outstanding immediately prior to the Effective Time
shall, by virtue of the Merger and without any further action by the holder
thereof, be converted into the right to receive that number of shares of Cenuco
Preferred Stock that is equal to the quotient (rounded to the nearest one
hundred thousandth) of which the numerator is equal to the product of (x) 0.65
and (y) number of issued and outstanding shares of Cenuco Common Stock (as
defined in Section 2.6) at the Effective Time and the denominator of which is
equal to 350,000. The shares of Cenuco Preferred Stock to be issued to the
holders of Interests in Hermes upon consummation of the Merger are sometimes
referred to in this Plan as the "Merger Consideration". The Merger Consideration
is subject to adjustment as provided in Section 2.7 of this Plan.

         2.2 Merger Sub Common Stock. Each share of Merger Sub's common stock,
par value $.001 per share, issued and outstanding immediately prior to the
Effective Time (each of which is owned by Parent) shall be automatically
cancelled without any consideration in respect thereof. As a result of the
Merger, Parent shall become the owner of all of the outstanding Interests in
Hermes.

         2.3 No Transfers. At or after the Effective Time, there shall be no
transfers on the transfer books of Hermes of Interests in Hermes that were
outstanding immediately prior to the Effective Time.

         2.4 No Fractional Shares. No fractional shares of Cenuco Common Stock
(as defined in Section 2.6) shall be issued pursuant to Section 2.7(a) of this
Plan. In lieu of the issuance of any fractional share of Cenuco Common Stock
pursuant to Section 2.7(a), cash adjustments shall be paid to former holders of
Interests in respect of any fractional share of Cenuco Common Stock that would
otherwise be issuable.

         2.5 Surrender of Interests. Upon delivery to Parent of such documents
 as Parent shall reasonably request, each holder of an Interest shall be
 entitled to receive promptly after the

                                        2
<PAGE>

 Effective Time in exchange therefor a certificate representing that number of
 shares of Cenuco Preferred Stock that such holder has the right to receive
 pursuant to this Article II, and the Interest shall be cancelled. Until
 converted as contemplated by this Section, each Interest shall be deemed at any
 time after the Effective Time to represent only the right to receive the Merger
 Consideration with respect to the Interests in Hermes formerly represented
 thereby.

         2.6 No Appraisal Rights. The parties agree that, in accordance with
Section 262 of the GCL, no appraisal rights will be available to the holders of
shares of Common Stock, par value $.001 per share, of Parent (the "Cenuco Common
Stock") in connection with the Merger.

         2.7 Adjustments. (a) (i) As of the date of this Plan, Parent has issued
and outstanding certain warrants, options and other rights to purchase shares of
Cenuco Common Stock (collectively, the "Purchase Rights").

                  (ii) In addition, certain of the Purchase Rights provide for
an adjustment in the number of shares of Cenuco Common Stock issuable upon
exercise of such Purchase Rights in the event that Parent shall issue, or be
deemed to have issued, certain additional shares of Cenuco Common Stock without
consideration or for a consideration per share less than a specified price (a
"Share Adjustment Provision").

                  (iii) In the event that, at any time on or after the date that
the shares of Cenuco Preferred Stock are converted into shares of Cenuco Common
Stock (the "Conversion Date"), any Purchase Rights are exercised and Parent is
required to issue additional shares of Cenuco Common Stock to the holder or
holders of Purchase Rights, whether as a result of the exercise of the Purchase
Rights, the operation of the Share Adjustment Provision or otherwise, the Merger
Consideration shall be adjusted to reflect such issuances, as follows: for each
share of Cenuco Common Stock issued to the holders of Purchase Rights pursuant
to the exercise of any such Purchase Rights, the holders of Interests in Hermes
shall be entitled to receive 1.857 shares of Cenuco Common Stock. Such
additional shares of Cenuco Common Stock shall be issued and delivered to the
former holders of Interests in Hermes promptly after they are determined to be
issuable.

         (b) In the event that on or after the Conversion Date, there shall be
declared or effected a stock split, reverse stock split, stock dividend or stock
distribution (including any dividend, or distribution, of securities convertible
into Cenuco Common Stock), reorganization, recapitalization, reclassification or
similar event made with respect to Cenuco Common Stock, the number of shares
issuable pursuant to paragraph (a) of this Section 2.7 shall be adjusted to
reflect fully the appropriate effect of such event.

         (c) The provisions of this Section 2.7 shall survive the Effective Time
and shall continue in effect so long as any Purchase Rights referred to in this
Section remain outstanding.

                                        3
<PAGE>

                                   ARTICLE III

                      APPROVALS, AMENDMENTS AND TERMINATION

         3.1 Approvals. This Plan (a) has been adopted and approved by the Board
of Directors of Merger Sub and the Members and managers of Hermes and (b) has
been approved by Parent in its capacity as the sole stockholder of Merger Sub,
in accordance with the GCL. This Plan has not been approved or adopted by the
stockholders of Parent as Parent is not a Constituent Entity to the Merger and
no such approval is required pursuant to the GCL.

         3.2 Amendment. At any time prior to the Effective Time and for any
reason, this Plan may be amended by an agreement in writing executed in the same
manner as this Plan, after due authorization thereof by the Board of Directors
of Merger Sub and the managers of Hermes; provided, however, that after approval
of this Plan by the holders of Interests in Hermes, this Plan may not be
amended, without such further approval as is required by law, to the extent that
such amendment would (a) change the amount or kind of shares to be received by
the holders of Interests in Hermes in the Merger, or (b) effect any change that
would adversely affect the rights of the holders of Interests in Hermes under
this Plan.

         3.3 Termination. Notwithstanding the adoption of this Plan by the
Constituent Entities, this Plan may be terminated and abandoned at any time
prior to the filing of a certificate of merger by the Secretary of State of
Delaware in the event that the Board of Directors of Merger Sub and the managers
of Hermes shall determine, in their discretion, to do so. Upon any such
termination, this Plan shall become null and void and have no force or effect.


                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1 Governing Law. This Plan shall be governed by the laws of the State
of Delaware, without regard to conflict of laws principles.

         4.2 Counterparts. This Plan may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement. Facsimile signatures on this Plan
shall be valid and effective for all purposes.

         4.3 Further Assurances. If, at any time or times from and after the
Effective Time, the Surviving Entity shall consider or be advised that any
further assignment or assurance is necessary or desirable to vest in the
Surviving Entity the title to any property or rights of Merger Sub or Hermes,
the proper officers of the Surviving Entity are hereby authorized, in the name
of the Surviving Entity or otherwise, to execute and deliver all such
assignments and assurances, and to do all other things necessary or proper to
vest such property or rights in the Surviving Entity and otherwise to carry out
the purposes of this Plan.

                                        4
<PAGE>

         4.4 Successors. The provisions of this Plan shall inure to the benefit
of the successors and assigns of the parties and the holders of Interests in
Hermes, including without limitation, any transferees of such Interests, in
whole or in part.


                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

                                        5
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Plan to be duly
executed and delivered as of the day and year first above written.

                                             CENUCO, INC.

                                             By:  /s/ Steven Bettinger
                                                ------------------------------
                                                      Steven Bettinger,
                                                      President


                                             HERMES HOLDING COMPANY, INC.

                                             By:  /s/ Steven Bettinger
                                                ------------------------------
                                                      Steven Bettinger,
                                                      President

                                             HERMES ACQUISITION COMPANY I
                                             LLC

                                             By:  /s/ Joseph A. Falsetti
                                                ------------------------------
                                                      Joseph A. Falsetti
                                                      Manager

         The undersigned hereby certify, pursuant to Sections 264 and 251 of the
GCL and Section 18-209 of the LLC Act, that the foregoing Plan has been adopted
by board of directors and the sole stockholder of Hermes Holding Company, Inc.
and the members and managers of Hermes Acquisition Company I LLC, respectively.

                                             HERMES HOLDING COMPANY, INC.

                                             By:  /s/ Steven Bettinger
                                                ------------------------------
                                                      Steven Bettinger,
                                                      President


                                             HERMES ACQUISITION COMPANY I
                                             LLC

                                             By:  /s/ Joseph A. Falsetti
                                                ------------------------------
                                                      Joseph A. Falsetti
                                                      Manager

                                        6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex_10-5.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - FALSETTI
<TEXT>
                                                                    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

                                        1
<PAGE>

         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;

                                        2
<PAGE>

         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.

                                        3
<PAGE>

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

                                        4
<PAGE>

                  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:

                                        5
<PAGE>

                  (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.

                                        6
<PAGE>

         (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

                                        7
<PAGE>

                  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.

                                        8
<PAGE>

         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).

                                        9
<PAGE>

         (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.

                                       10
<PAGE>

         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.

                                       11
<PAGE>

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

                                       12
<PAGE>

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.

                                       13
<PAGE>

         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.

                                       14
<PAGE>

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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex_10-6.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - BETTINGER
<TEXT>
                                                                    EXHIBIT 10.6
                              EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement") is made as of May 20, 2005, between
CENUCO, INC., a Delaware corporation (the "Company") and STEVEN BETTINGER (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. The parties hereby acknowledge that the executive shall perform his
duties in Boca Raton, FL and not be required under the terms of this agreement
to relocate.

2.       TERM OF EMPLOYMENT.

The term of Executive's employment under this Agreement shall begin on the date
of this Agreement and continue for a period of three (3) years until May 19,
2008 (the "Term"), unless Executive's employment is sooner terminated in
accordance with Section 5 below.

3.       DUTIES AND RESPONSIBILITIES.

         (a)      Executive shall as Vice President of Corporate Development and
                  Investor Relations, and report to Joseph Falsetti, Chairman
                  and Chief Executive Officer. In such capacity, Executive shall
                  perform such duties as may be assigned to Executive from time
                  to time by the Board of Directors of the Company or the Chief
                  Executive Officer 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.

                                        1
<PAGE>

4.       COMPENSATION AND BENEFITS.

         (a)      BASE SALARY.

         During the Employment Term, the Company shall pay Executive a base
         salary at the annual rate of two hundred fifty thousand ($250,000)
         dollars per year, or such 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, including an automobile expense not
         to exceed $900.00 per month, 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

                                        2
<PAGE>

         "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; 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;

                  (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 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.

         (d)      VOLUNTARY TERMINATION BY EXECUTIVE.

         Executive may terminate employment hereunder at any time by providing
         ninety (90) days' written notice to the Company.

         (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.

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:

                                        3
<PAGE>

         (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
                  ninety (90) 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 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 ninety (90) days
                  from the date of termination by reason of total disability to
                  exercise all such options.

                                        4
<PAGE>

         (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, 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
                  30 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:

                  (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 the Base Salary that would have been
                  payable to Executive during the remaining Term and payable in
                  equal monthly installments over the remaining Term.

                                        5
<PAGE>

                  (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 (A) the date that the Term of employment
                  would have ended but for the 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 ninety (90) 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.

         (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, advisor, officer, director, 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

                                        6
<PAGE>

                  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 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
                  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

                                        7
<PAGE>

                  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.

         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
<PAGE>

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).

         (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.

                                        9
<PAGE>

         (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.

         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.

                                       10
<PAGE>

         (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.

10.      WITHHOLDING OF TAXES.

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

11.      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.

12.      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.

13.      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

                                       11
<PAGE>

reorganization, merger or consolidation of the Company with any other
corporation or 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.

14.      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.

15.      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.

16.      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:

                  Joseph Falsetti
                  Lander Co., Inc.
                  2000 Lenox Drive
                  Suite 202
                  Lawrenceville, NJ 08648


         To Executive:

                  Steven Bettinger
                  c/o Cenuco, Inc.
                  6421 Congress Avenue
                  Boca Raton, Florida 33487

                                       12
<PAGE>

17.      MISCELLANEOUS.

         (a)      WAIVER.

         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.

                    [Remainder of Page Intentionally Blankl]

                                       13
<PAGE>

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

CENUCO, INC.


By:  /s/ Joseph Falsetti                              Date:  May 20, 2005
   --------------------------------
Name:    Joseph Falsetti
Title:   Chairman & Chief Executive Officer


EXECUTIVE

     /s/ Steven Bettinger                             Date:  May 20, 2005
   --------------------------------
Name:    Steven Bettinger

                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex_10-7.txt
<DESCRIPTION>FORM OF INDEMNIFICATION AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.7
                                     FORM OF
                            INDEMNIFICATION AGREEMENT

         INDEMNIFICATION AGREEMENT dated as of May 20, 2005, between CENUCO,
INC., a Delaware corporation (the "Company") and ___________ ("Indemnitee").

         A. At the request of the Company, Indemnitee is serving or has agreed
to serve as an officer and/or director and/or employee of one or more
Corporations (as defined below), or otherwise as an Agent (as defined below) of
the Company; and

         B. Indemnitee is willing to serve, or to continue to serve, and may
take on additional service for or on behalf of the Company and its Affiliates
(as defined below), on the condition that he is indemnified as provided in this
Agreement; and

         C. In recognition of Indemnitee's need for substantial protection
against personal liability in connection with his service, the Company wishes to
provide for the indemnification of, and the advancing of expenses to Indemnitee,
to the full extent permitted by applicable law and in accordance with the terms
and conditions of this Agreement.

         The parties, intending to be legally bound, agree as follows:

         1.       Certain Definitions.

         "Affiliate" shall mean any entity (including, without limitation, any
employee benefit plan or trust) controlling, controlled by or under common
control with the Company.

         "Agent" shall mean a person who serves in the capacity of director,
officer, employee, agent, trustee, fiduciary, joint venturer, partner, manager
or other official of the Corporation or an Affiliate of the Corporation, either
at the request of, for the convenience of, or otherwise to benefit the
Corporation or an Affiliate of the Corporation.

         "Corporation" shall mean, as the case may be, the Company, any
Affiliate (including any subsidiary corporation or limited liability company) of
the Company and any other entity for which Indemnitee at any time serves as an
Agent. "Corporation" shall include all predecessors of the Company or any
Affiliates by merger, sale of assets transaction or otherwise.

         "Determining Entity" shall mean the entity making the determination in
accordance with Section 5(b) as to whether Indemnitee is entitled to
indemnification hereunder.

         "Disinterested Director" shall mean a director of the Company who is
not or was not a party to the Proceeding in respect of which indemnification is
being sought by Indemnitee.

<PAGE>

         "Expenses" shall include all direct and indirect costs (including,
without limitation, attorneys' fees, retainers, court costs, transcripts, fees
of experts, accountants' fees, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees
and all other disbursements or out-of-pocket expenses actually and reasonably
incurred in connection with either the investigation, defense, settlement or
appeal of a Proceeding or establishing or enforcing a right to indemnification
or advancement of Expenses under this Agreement, applicable law or otherwise;
provided, however, that "Expenses" shall not include any Liabilities.

         "Final Adverse Determination" shall mean a determination that
Indemnitee is not entitled to indemnification made pursuant to Section 5 and (i)
a final, nonappealable adjudication in a court of competent jurisdiction shall
have denied Indemnitee's right to indemnification hereunder, or (ii) Indemnitee
shall have failed to file a complaint in a court of competent jurisdiction for a
period of 60 days after the determination made pursuant to Section 5.

         "Indemnification Period" shall mean the time period during which
Indemnitee serves as an Agent of the Corporation (including all service prior to
the date of this Agreement) and any subsequent period during which Indemnitee is
potentially subject to any possible Proceeding.

         "Independent Legal Counsel" shall mean a law firm or a member of a law
firm selected by the Company and approved by Indemnitee (which approval shall
not be unreasonably withheld) that neither currently is nor in the past five
years has been retained to represent (i) the Company or any Affiliates in any
material matter, or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder or under any similar agreement to which the
Company or any of its Affiliates is a party.

         "Liabilities" shall mean liabilities of any type whatsoever, including,
without limitation, any judgments, fines, penalties and amounts paid in
settlement (including all interest assessments and other charges paid or payable
in connection with or in respect of such judgments, fines, penalties or amounts
paid in settlement) arising out of or resulting from any Proceeding.

         "Proceeding" shall mean any threatened, pending or completed action,
claim, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative hearing or any other proceeding (whether civil, criminal,
administrative or investigative and whether formal or informal) to which
Indemnitee is made a party or is threatened to be made a party, or in connection
with which he is called as a witness or is asked to provide documentary evidence
or otherwise participate, by reason of the fact that he is or was an Agent on or
after the date of this Agreement or by reason of any actual or alleged acts or
omissions of Indemnitee in his capacity as an Agent.

         2. Indemnification. Subject to the limitations set forth in this
Section and in Section 6, the Company hereby agrees to indemnify Indemnitee and
hold him harmless from and against Expenses and Liabilities with respect to any
Proceeding to the fullest extent not prohibited by applicable law in effect on
the date of this Agreement or as such law may from time to time be amended (but,
in the case of any such amendment, only to the extent such amendment permits the
Company to provide broader indemnification rights than such law permitted the
Company to

                                        2
<PAGE>

provide before such amendment). The right to indemnification conferred under
this Agreement shall be presumed to have been relied upon by Indemnitee in
serving or continuing to serve the Company and its Affiliates as an Agent and
shall be enforceable as a contract right. Without in any way diminishing the
scope of the indemnification provided by this Section 2, the Company agrees to
indemnify Indemnitee if and whenever he is or was a party or is threatened to be
made a party to any Proceeding, including, without limitation, any such
Proceeding brought by or in the right of the Corporation, against Expenses and
Liabilities incurred by Indemnitee or on his behalf in connection with such
Proceeding. In addition to, and not as a limitation of, the foregoing, the
rights of indemnification of Indemnitee provided under this Agreement shall
include those rights set forth in Section 3.

         3. Advancement of Expenses. Expenses incurred by Indemnitee shall be
paid by the Company within 30 days after receipt by the Company of a written
request for an advance of Expenses, if Indemnitee shall undertake in writing to
repay any such advances in the event that it is ultimately determined that
Indemnitee is not entitled to indemnification under this Agreement or otherwise.
Each written request for an advancement of any Expenses under this Section 3
shall contain reasonable detail of the Expenses incurred by Indemnitee.

         4. Presumptions and Effect of Certain Proceedings. Upon making a
request for indemnification, Indemnitee shall be presumed to be entitled to
indemnification under this Agreement. The Determining Entity shall be deemed to
have determined that Indemnitee is entitled to such indemnification unless,
within the time specified in Section 5(a)(i) the Determining Entity shall
affirmatively determine in good faith and in accordance with Section 5(b), based
upon a preponderance of the facts known at the time, that Indemnitee is not
entitled to indemnification, and (ii) Indemnitee shall have received written
notice within such period of such determination. The notice to Indemnitee
specified in the preceding sentence shall disclose with particularity the facts
in support of the Determining Entity's determination. The termination of any
Proceeding by judgment, order, settlement, arbitration award or conviction, or
upon a plea of nolo contendere or its equivalent, shall not affect this
presumption or establish a presumption with regard to any factual matter
relevant to determining Indemnitee's rights to indemnification hereunder.

         5. Procedure for Determination of Entitlement to Indemnification. (a)
Whenever Indemnitee believes that he is entitled to indemnification pursuant to
this Agreement, Indemnitee shall submit a written request for indemnification to
the Company. Any request for indemnification shall include reasonably sufficient
documentation or information reasonably available to Indemnitee for the
determination of entitlement to indemnification. In any event, Indemnitee shall
submit his claim for indemnification with respect to any Proceeding for which
Indemnitee requests indemnification not later than three months after any
judgment, order, settlement, dismissal, arbitration award, conviction,
acceptance of a plea of nolo contendere or its equivalent, or final
determination in connection with such Proceeding, whichever is the later to
occur. The president, secretary, general counsel or other appropriate officer of
the Company shall, promptly upon receipt of Indemnitee's request for
indemnification, advise the Board of Directors of the Company in writing that
Indemnitee has made such request. Determination of Indemnitee's entitlement to
indemnification for Expenses and for Liabilities not previously reimbursed shall
be made not later than 30 days after the Company's receipt of his written

                                        3
<PAGE>

request for such indemnification. Payment of Expenses and Liabilities entitled
to indemnification shall be made within 10 days after such determination.

                  (b) Determination of Indemnitee's entitlement to
indemnification shall be made:

                           (i) by the Board of Directors of the Company by a
                  majority vote of a quorum consisting of Disinterested
                  Directors; or

                           (ii) if such a quorum cannot be obtained, by majority
                  vote of a committee duly designated by the Board of Directors
                  of the Company (in which designation directors who are parties
                  to the Proceeding may participate), consisting solely of two
                  or more Disinterested Directors; or

                           (iii) if such a quorum cannot be obtained and such a
                  committee cannot be designated, if the Board of Directors of
                  the Company otherwise elects, or if the Corporation has been
                  dissolved or liquidated, by Independent Legal Counsel.

         6. Limitations on Indemnification. Notwithstanding anything in this
Agreement to the contrary, the Company shall not be obligated under this
Agreement to make any payment to Indemnitee to the extent that:

                  (a) Payment is actually made to Indemnitee of amounts
         otherwise payable hereunder under any insurance policy or is made to
         Indemnitee by the Corporation or an Affiliate of the Corporation
         otherwise than pursuant to this Agreement;

                  (b) A court of competent jurisdiction in a final,
         nonappealable judgment determines that Indemnitee is not entitled to
         such payment; or

                  (c) The payment is for Liabilities in connection with
         Proceedings settled without the Company's consent, which consent shall
         not be unreasonably withheld.

         7. Fees and Expenses of Independent Legal Counsel. The Company agrees
to pay the reasonable fees and expenses of any Independent Legal Counsel
retained to make a determination of Indemnitee's entitlement to indemnification
pursuant to Section 5(b).

         8. Modification and Termination. No modification or termination of this
Agreement shall be binding unless executed in writing by the parties. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions (whether or not similar), nor shall any such
waiver constitute a continuing waiver.

         9. Notice by Indemnitee and Defense of Claim. Indemnitee shall, as
promptly as practicable, notify the Company in writing upon being served with
any summons, subpoena, complaint, indictment, information or other document
relating to any matter, whether civil, criminal, administrative or
investigative, but the omission so to notify the Company will not relieve the
Company from any liability that it may have to Indemnitee if and to the extent
that such omission does not demonstrably prejudice its rights. If such omission
does prejudice its

                                        4
<PAGE>

rights, the Company will be relieved from liability only to
the extent of such demonstrable prejudice. With respect to any Proceeding for
which Indemnitee seeks indemnification:

                  (a) The Corporation and the Company will be entitled to
         participate therein at their own expense; and

                  (b) The Corporation and/or the Company will be entitled to
         assume the defense thereof, with counsel reasonably satisfactory to
         Indemnitee; provided, however, that the Corporation and/or the Company
         shall not be entitled to assume the defense of any Proceeding if
         Indemnitee shall have reasonably concluded that there may be a conflict
         of interest between the Corporation and/or the Company and Indemnitee
         with respect to such Proceeding. After notice from the Corporation or
         the Company to Indemnitee of its election to assume the defense
         thereof, the Corporation and/or the Company will not be liable to the
         Indemnitee under this Agreement for any Expenses subsequently incurred
         by Indemnitee in connection with the defense thereof, other than
         reasonable costs of investigation or as otherwise provided below.
         Indemnitee shall have the right to employ his own counsel in such
         Proceeding but the fees and expenses of such counsel incurred after
         notice from the Corporation or the Company of its assumption of the
         defense thereof shall be at the expense of Indemnitee, unless:

                           (i) The employment of counsel by Indemnitee has been
                  authorized by the Company; or

                           (ii) Neither the Corporation nor the Company have in
                  fact employed counsel to assume the defense in such Proceeding
                  or shall not in fact have assumed such defense and be acting
                  in connection therewith with reasonable diligence;

in each of which cases the fees and expenses of such counsel shall be an Expense
subject to advance payment and indemnification under this Agreement by the
Company.

                  (c) Neither the Corporation nor the Company shall settle any
Proceeding in any manner that would impose any cost, penalty or limitation on
Indemnitee without Indemnitee's written consent; provided, however, that
Indemnitee shall not unreasonably withhold his consent to any proposed
settlement.

         10. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (a) delivered by hand and
receipted for by the party to whom the notice or other communication shall have
been directed, or (b) mailed by certified or registered or express mail with
postage prepaid, or (c) sent by prepaid recognized overnight courier,

                                        5
<PAGE>

                  If to the Company, to:

                           Cenuco, Inc.
                           6421 Congress Avenue
                           Suite 201
                           Boca Raton, FL 33487

                  If to Indemnitee, to:

                           ---------------------

                           ---------------------

or to such other address as may have been furnished in writing to the other
party as provided in this Section. Notices shall be effective only upon receipt.

         11. Nonexclusivity. The rights of Indemnitee hereunder shall not be
deemed exclusive of any other rights to which Indemnitee may be entitled under
the corporation law of the jurisdiction of incorporation of the Corporation, the
Corporation's Certificate of Incorporation or By-laws, or any agreements, vote
of stockholders, resolution of the Board of Directors, or otherwise, and to the
extent that during the Indemnification Period the rights of the then existing
directors and officers are more favorable to such directors or officers than the
rights currently provided to Indemnitee thereunder or under this Agreement,
Indemnitee shall be entitled to the full benefit of such more favorable rights.

         12. Binding Effect; Duration and Scope of Agreement. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties and their respective successors and assigns (including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), legatees,
distributees and personal and legal representatives. This Agreement shall
continue in effect during the Indemnification Period, regardless of whether
Indemnitee continues to serve as an Agent.

         13. Severability. If any provision or provisions of this Agreement (or
any portion thereof) shall be held to be invalid, illegal or unenforceable for
any reason whatsoever:

                  (a) The validity, legality and enforceability of the remaining
         provisions of this Agreement shall not in any way be affected or
         impaired thereby; and

                  (b) To the fullest extent legally possible, the provisions of
         this Agreement shall be construed so as to give effect to the intent of
         any provision held invalid, illegal or unenforceable.

         14. Governing Law. This Agreement is entered into in, and shall be
governed by and construed and enforced in accordance with the laws of, the State
of New York, without regard to

                                        5
<PAGE>

its principles of conflicts of laws, and to the extent applicable to a
Corporation, the corporate or limited liability company law of the state of its
organization.

         15. Representations and Warranties of the Company. The Company
represents and warrants that this Agreement has been duly authorized and validly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms.

         16. Entire Agreement. This Agreement represents the entire agreement
between the parties with respect to its subject matter, and there are no other
oral or written agreements or understandings between the parties with respect to
the subject matter of this Agreement, except as provided in Section 11. If a
dispute arises under this Agreement, the parties agree that proper jurisdiction
and venue for the resolution of any such dispute shall be the state and federal
courts located in New York, New York and, in addition, as to any Corporation
incorporated in the State of Delaware, the State of Delaware. The parties each
irrevocably submit to the jurisdiction of such courts. Each party irrevocably
waives any objection which it may have based upon improper venue or forum
nonconveniens to the conduct of any proceeding in any such court, and
irrevocably waives personal service of any process upon it, and consents that
all such service of process may be made in the manner provided in Section 10.

         17. No Employment Contract. This Agreement does not constitute a
contract of employment between Indemnitee and the Company or any Affiliate.

         18. Counterparts. This Agreement may be executed in any number of
original or facsimile counterparts, each of which shall be deemed an original
and all of which together shall constitute but one and the same instrument.
Facsimile signatures on this Agreement shall be valid and effective for all
purposes.

                     [Remainder of Page Intentionally Blank]

                                        7
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed individually or by its respective duly authorized officer
as of the date first written above.

                                             CENUCO, INC.

                                             By:
                                                ------------------------------

                                             Name:  Steven Bettinger
                                                  ----------------------------
                                             Title:  Chief Executive Officer
                                                  ----------------------------

                                             INDEMNITEE

                                             ---------------------------------

                                        8
</TEXT>
</DOCUMENT>
</SUBMISSION>
