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Exhibit 10.1
 EMPLOYMENT AGREEMENT
 (Agreement) Larry I. Lawhorn,
  1. Employment. Agreement,
 2. Compensation. Agreement,
 3. Duties, Responsibilities.
 4. Outside Business Interests. Agreement, Agreement Agreement
 5. Fiduciary Duties.
 
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6. Dishonesty. Confidentiality, Development and Non-Interference Agreement (Confidentiality
Agreement)
 7. Restrictive Covenants. Confidentiality Agreement
 (a)
    
    That certain Confidentiality Agreemententered into by and between Company and Employee
(as of dates below) is incorporated herein and hereat by reference for all pertinent
purposes and such Confidentiality Agreementand all of its terms and provisions shall be
deemed a part hereof and shall be enforceable hereunder separate and distinct from its
enforceability as a separate agreement, e.g., it shall be enforceable as a separate and
distinct agreement as well as being enforceable as a part hereof; and
 Employee further agrees that he/she will not, while at any time employed by Company and for
a period of eighteen (18) months following the termination of such employment, whether as
an individual, or in any capacity, directly or indirectly:
 (b)
    
    In competition with Company solicit or sell or participate in any way concerning a sale
of products or services similar to Companys products or services to any customer or client
which Employee at any time solicited or sold for Company; and(c)
    
    Induce or attempt to induce any distributor, vendor, representative, agent or contractor
of Company to terminate or modify its business relationship with Company;(d)
    
    Induce or attempt to induce any of (i) Companys customers or clients or (ii)
individuals or entities who/which have been customers or clients of Company within the 12
months preceding Employees termination of employment with Company, to terminate or in any
way modify its business relationship with Company; and(e)
    
    Solicit, divert or take away, or attempt to solicit, divert or take away, from Company,
any individuals or entities who (i) are Companys customers or clients or (ii) who/which
have been customers or clients of Company within the 12 months preceding Employees
termination of employment with Company; and
 Employee further agrees that:
 (f)
    
    In the event any court of competent jurisdiction at any time determines that all or any
part of the above and foregoing restrictive covenant(s) to be unenforceable, in whole or in
part, then in that event Employee hereby waives (and covenants not to sue Company) whatever
cause(s) of action he or she might otherwise have (whether under any antitrust law(s) or
otherwise) against Company because of its attempt to enforce same; and(g)
    
    Enforcement of the above paragraphs 7 (b) through (e), inclusive, is the only practical
means of enforcing paragraph 7(a), above, and of enforcing the Confidentiality Agreement.
Employee agrees that enforcement of paragraphs 7 (b) through (e), inclusive, is necessary to
 
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protect Companys goodwill and other business interests. Paragraphs 7 (a) through (e),
inclusive, shall be deemed ancillary to the Confidentiality Agreement.Employee agrees that
all of the provisions of this Agreementand the Confidentiality Agreementare valid and
enforceable as written and according to their terms. For purposes of this Agreement,the
following definitions shall apply: (a) Company shall be deemed to mean and refer to the
entity named in the first paragraph hereof; (b) Parent shall be deemed to mean and refer
to any corporation which, directly or indirectly, controls Company or the referred to
subsidiaries through ownership or control of at least 80% of the authorized, issued and
outstanding shares of the common voting stock of Company or each of such subsidiaries; (c)
the word Affiliates includes Companys Parent (if any) and subsidiaries of Company or
Companys Parent (if any). The obligations of Employee as to this paragraph 7 hereof shall
apply to Company and its Affiliates, in which case such Affiliates shall be deemed to be
third party beneficiaries of such paragraph. The obligations of Company hereunder shall not
apply to such Parent and/or subsidiaries.
 8. Assignment.
 9. Savings Clause  Non-Waiver.
 10. Attorneys Fees  Venue. Agreement Agreement. Agreement.
 11. Termination. Agreement. Agreement
 12. Consideration For This Agreement. Agreement Agreement and Confidentiality Agreement.
 
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13. Miscellaneous.
 14. Defamation and Privacy. Agreement.
 15. Entire Agreement. Agreement Confidentiality Agreement Agreement.
 16. Employees Certification.
 (A)
    
    EMPLOYEE RECEIVED A COPY OF THIS AGREEMENTAND
THE CONFIDENTIALITY AGREEMENTFOR REVIEW AND STUDY BEFORE HE/SHE WAS ASKED
TO EXECUTE THEM;(B)
    
    EMPLOYEE HAS READ SUCH AGREEMENTS CAREFULLY;(C)
    
    EMPLOYEE HAS HAD SUFFICIENT OPPORTUNITY BEFORE
HE/SHE EXECUTED SUCH AGREEMENTS TO ASK QUESTIONS ABOUT NOT ONLY COMPANY, BUT
ALSO THE PROVISIONS OF SUCH AGREEMENTS AND THAT IF HE/SHE ASKED SUCH
QUESTIONS HE/SHE RECEIVED COMPLETE AND SATISFACTORY ANSWERS TO SAME;(D)
    
    EMPLOYEE HAS BEEN AFFORDED THE OPPORTUNITY TO DISCUSS AND
REVIEW THIS AGREEMENTAND THE CONFIDENTIALITY AGREEMENTWITH AN
ATTORNEY OF HIS/HER CHOICE;(E)
    
    EMPLOYEE UNDERSTANDS WHAT HIS/HER RIGHTS ARE UNDER THE
AGREEMENTS AS WELL AS HIS/HER OBLIGATIONS, ESPECIALLY THE ANCILLARY COVENANTS;
AND
 
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(F)
    
    EMPLOYEE HAS READ AND UNDERSTANDS EACH AND EVERY PROVISION OF THE
AGREEMENTS AND DOES HEREBY ACCEPT AND AGREE TO THE SAME.
  
  
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Attachment A
 To Employment Agreement
  1.
    
    Bonus of up to 20% of annual salary based on the following:
 a.
    
    Up to 10% of total annual salary (paid pro rata from start date) if the
Company achieves net profit per share of $0.40 for its 2005 year, with the net
profit per share used to determine this bonus excluding any special non-cash
charges to net earnings as determined at the sole discretion of the compensation
committee of the board of directors.b.
    
    10% of annual salary if the Company accomplishes all of the below for its 2005 year:
 i.
    
    Timely filing of significant required
SEC filings, with significant to be determined by the
compensation committee of the board of directors.ii.
    
    A clean audit opinion, and no material weaknesses in the audit report.iii.
    
    Development of scope, framework and budget for Sarbanes-Oxley compliance
 2.
    
    Equity participation as set forth below.
 a.
    
    Initial stock option grant for 30,000 shares of the common stock of
I-Sector, with exercise price equal to price on the date of grant (first day of
employment), with 1/5 vesting each year for five years.b.
    
    An opportunity for an additional stock option grant for up to 20,000
shares on 4/1/06 and up to 20,000 shares on 4/1/07 based on attainment of annual
bonus measurement goals for previously completed calendar year.
 3.
    
    Severance payment equal to three months salary if employment with the
Company is terminated subsequent to a change of control of the company.
 
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CONFIDENTIALITY. DEVELOPMENT AND NON-INTERFERENCE AGREEMENT
 (Agreement) Larry I. Lawhorn,
  1. Company Shall Provide Confidential Information.
 2. Employees Who Sell Companys Products and Services.
 3. Companys Confidential Information. Agreement.
 
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Agreement,
 (a)
    
    Work product resulting from or related to work or projects performed or to be performed
for Company or for customers or clients of Company, including but not limited to data bases,
draft and other non-public written documents, the interim and final lines of inquiry,
hypotheses, research and conclusions related thereto and the methods, processes,
procedures, analyses, techniques and audits used in connection therewith;(b)
    
    Computer software of any type or form in any stage of actual or anticipated research and
development, including but not limited to programs and program modules, routines and
subroutines, processes, algorithms, design concepts, design specifications (design notes,
annotations, documentation, flowcharts, coding sheets, and the like), source codes, object
codes and load modules, programming, program patches and system designs;(c)
    
    Information relating to the Companys proprietary rights prior to any public disclosure
thereof, including but not limited to the nature of the proprietary rights, production data,
technical and engineering data, test data and test results, the status and details of
research and development of products and service, and information regarding acquiring,
protecting, enforcing and licensing proprietary rights (including, without limitation,
patents, copyrights and trade secrets);(d)
    
    Internal Company personnel and financial information, lists or other documents which
identify vendor names and other vendor information (including vendor characteristics,
services and agreements), information concerning the identification and nature of goods or
services provided by vendors, purchasing and internal cost information, internal service and
operational manuals, and the manner and methods of conducting Companys business;(e)
    
    Business, marketing and development plans, price and price discounting policies and
practices, price and cost data, price and fee amounts, pricing and billing policies, quoting
procedures, marketing techniques and methods of obtaining business, forecasts and forecast
assumptions and volumes, and future plans and potential strategies of Company which have
been or are being discussed;(f)
    
    Names, lists or compilations of customers or clients and their representatives,
contracts and their contents and parties, customer or client services, and the type,
quantity, specifications and contents of products and services purchased, leased, licensed
or received by customers or clients of Company;(g)
    
    Information provided to Company by any individual or entity;(h)
    
    Contracts with, or developed by Company for use with customers, agents, vendors of
Company, or any other individual or entity, including without limitation, the terms and
conditions thereof;(i)
    
    Any and all materials printed by or for Company and utilized by Company in any manner
in the conduct of its business;(j)
    
    All information generated by computer software utilized by Company in the conduct ofits business;(k)
    
    Companys computer data bases and any information going into or coming out of Companys
computers;
 
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(l)
    
    Information concerning Companys customers, including but not limited to customer
identity, customer needs and products and/or services requirements, specific products and
quantities of same purchased by customers, specific prices paid for Companys products and
services by customers, specific quantities of Companys products and services purchased by
customers, commissions paid on the sales made to customers, payment history of customers,
identification of and all information concerning the buyers (purchasing agents) employed by
the customers, histories of customer purchases, all notes or memoranda containing any
customer information, and all information concerning customers, customer lists (which shall
be deemed to mean any printed material containing, relating to or referring to any customer
or customer information), price books, prices, price lists, price calculations, i.e., any
information having to do with the prices Company charges its customers for Companys
products;(m)
    
    Any and all information concerning Companys personnel, whether sales or in-house
personnel; any and all information concerning commissions and/or other compensation and/or
bonuses paid to Employees; any and all information concerning the effectiveness of, volume
of sales made by, and profitability of sales made by each Company Employee responsible for
making sales; Companys sales strategies, sales procedures, promotion of sales and sales
proposals and/or bids and/or any information concerning Companys solicitation for and
sales of its products and services; general price lists, special price lists, e.g., for
national accounts or other favored customer accounts; all other information and/or data
relating in any manner to Company and/or its business which is learned of and/or which
comes into the possession of Employee and/or any other Company employee while employed by
Company; all information utilized by Employee and/or any other Company employee while
employed by Company, irrespective of when or through what or whom learned of. Companys
Confidential Information includes, but is not limited to, information that Employee would
not have learned of but for his/her employment by Company.
 Agreement Agreement, Agreement Agreement. Agreement,
 
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Agreement
 4. Covenants of Employee. Agreement,
 (a)
    
    That he/she will at all times keep in strict confidence, and will not, either directly
or indirectly (other than in the regular course of Companys business), copy, transfer,
make known, divulge, reveal, furnish, make available for use, disclose, publish, make
available to others, misappropriate or use, at any time, any of Companys Confidential
Information; and(b)
    
    That he/she will safeguard all of Companys Confidential Information at all times so
that it, or any of it, is not exposed to, or taken by, unauthorized persons, and Employee
shall exercise his/her best efforts at all times to assure such Confidential Informations
safekeeping, confidentiality and secrecy; and(c)
    
    That the prohibitions against Employee regarding Companys Confidential Information
contained in this paragraph 4, include but are not limited to, disclosing the fact that any
similarity exists between the Confidential Information and information
independently developed by any third party, and Employee understands that such similarity
does not excuse Employee from abiding by his or her covenants or other obligations under
this Agreement.(d)
    
    That the prohibitions against Employees use, copying or transfer of Confidential
Information includes, but is not limited to, selling, licensing or otherwise exploiting,
directly or indirectly, any products or services (including data bases, written documents
and software in any form) which embody or are derived from Confidential Information, or
exercising judgment in performing analyses based upon knowledge of Confidential
Information.(e)
    
    That the certain Employment Agreemententered into by and between Company and Employee
(as of dates below) is incorporated herein and hereat by reference for all pertinent
purposes and such Employment Agreementand all of its terms and provisions shall be
ancillary to this Agreement and shall be deemed a part hereof and shall be enforceable
hereunder separate and distinct from its enforceability as a separate agreement, e.g., it
shall be enforceable as a separate and distinct agreement as well as being enforceable as a
part hereof and shall be deemed to be ancillary to this Agreement.
 5. Return of Confidential Material. Agreement.
 6. Inventions. Inventions)
 
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Agreement, Inventions Inventions; Inventions
 7. Non-interference With Companys Employees.
 8. Consideration For This Agreement. Agreement Agreement and Employment Agreement.
 9. Employees Certification.
 (A)
    
    EMPLOYEE RECEIVED A COPY OF THIS AGREEMENTAND THE
EMPLOYMENT AGREEMENTFOR REVIEW AND STUDY BEFORE HE/SHE WAS ASKED TO
EXECUTE THEM;(B)
    
    EMPLOYEE HAS READ SUCH AGREEMENTS CAREFULLY;(C)
    
    EMPLOYEE HAS HAD SUFFICIENT OPPORTUNITY BEFORE HE/SHE
EXECUTED SUCH AGREEMENTS TO ASK QUESTIONS ABOUT NOT ONLY COMPANY, BUT ALSO THE
PROVISIONS OF SUCH AGREEMENTS AND THAT IF HE/SHE ASKED SUCH QUESTIONS HE/SHE
RECEIVED COMPLETE AND SATISFACTORY ANSWERS TO SAME;(D)
    
    EMPLOYEE HAS BEEN AFFORDED THE OPPORTUNITY TO DISCUSS AND
REVIEW THIS AGREEMENT AND THE EMPLOYMENT AGREEMENTWITH AN ATTORNEY OF HIS/HER
CHOICE;
 
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(E)
    
    EMPLOYEE UNDERSTANDS WHAT HIS/HER RIGHTS ARE UNDER THE AGREEMENTS
AS WELL AS HIS/HER OBLIGATIONS, ESPECIALLY THE ANCILLARY COVENANTS; AND(F)
    
    EMPLOYEE HAS READ AND UNDERSTANDS EACH AND EVERY PROVISION OF
THE AGREEMENTS AND DOES HEREBY ACCEPT AND AGREE TO THE SAME.
  
  
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