Unassociated Document


    
       

      EMPLOYMENT
AGREEMENT

       

      This
Agreement (the “Agreement”), dated as of October 6, 2010 (the “Effective Date”),
is by and between SANSWIRE CORP. (the “Company”) and BARBARA M. JOHNSON (the
“Executive”).

       

      Introduction

       

      The
Company desires to retain the services of the Executive pursuant to the terms
and conditions set forth herein and the Executive wishes to be employed by the
Company on such terms and conditions.

       

      NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:

       

      1.       
   Employment.  Pursuant
to the terms and conditions herein, the Company shall employ the Executive from
the Effective Date until terminated as provided herein.

       

      2.       
   Duties.  The
Executive will initially serve as the Vice President, General Counsel and
Secretary of the Company and shall have such duties of an executive nature as
the Board of Directors of the Company (the “Board”) or the Chief Executive
Officer shall determine from time to time.  The Executive will report
to the Chief Executive Officer.  The Executive will be based in the
Company’s offices in Orlando, Florida.

       

      3.     
     Full Time; Best
Efforts.  The Executive shall use the Executive’s best efforts
to promote the interests of the Company and its affiliated companies and shall
devote the Executive’s full business time and efforts to their business and
affairs.  Notwithstanding the foregoing, Executive may serve on other
boards of directors, with the approval of the Board, or engage in religious,
charitable or other community activities as long as such services and activities
do not materially interfere with the Executive’s performance of the Executive’s
duties to the Company as provided in this Agreement.

       

      4.       
   Compensation and
Benefits.  During the term of Executive’s employment with the
Company under this Agreement, the Executive shall be entitled to compensation
and benefits as follows:

       

      (a)          Base Salary.  The
Executive will receive a salary at the rate of $140,000 annually (the “Base
Salary”), payable in accordance with the Company’s normal payroll practices and
subject to applicable taxes and withholding. The Executive’s Base Salary may
from time to time be increased, but not decreased, by the Board.

       

      (b)          Bonus.  The
Executive will be eligible for an annual bonus for each fiscal year at the
discretion of the Board (the “Bonus”).  The Bonus for a particular
fiscal year will be payable within 75 days of the end of such fiscal
year.  The payment of any Bonus shall be prorated for any partial
fiscal year during the term of this Agreement.  The Board shall
determine in good faith the amount of the Bonus, and such determination shall be
binding and conclusive on the Executive.


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      (c)          Signing
Bonus.   On or promptly following the Effective Date, the
Company will issue Executive One Million (1,000,000) shares of restricted Common
Stock of the Company (the “Restricted Stock”).  The Restricted Stock
shall vest as follows: Five Hundred Thousand (500,000) shares shall vest on the
six (6) month anniversary of the Effective Date and the remaining Five Hundred
Thousand (500,000) shares shall vest on the twelve (12) month anniversary of the
Effective Date.  The vesting on the Restricted Stock shall accelerate
in full upon a change in control of the Company. As a condition to the issuance
of these shares, the Executive will be required to enter into a restricted stock
agreement satisfactory to the Company.

       

      (d)          Stock
Options.    On or promptly following the Effective
Date, the Company will grant Executive stock options (the “Options”) to purchase
One Million Three Hundred Thousand (1,300,000) shares of the Common Stock of the
Company.   The Options shall be issued pursuant to, and subject
to the terms and conditions of the Company’s equity incentive plan (the “Equity
Plan”) and shall have an exercise price set as the Fair Market Value per share
(as defined in the Equity Plan) as of the grant date.  The Options
granted to Executive shall vest as follows:  cliff vesting of 100% of
the Options on the ninety (90) day anniversary of the Effective
Date.  The vesting on the Options shall accelerate in full and be
fully vested and exercisable upon a change of control of the
Company.  In addition, it is anticipated that, based on performance
and at the discretion of the Board, additional option grants may be made
approximately annually.

       

      (e)          Benefits.  In
addition to the Base Salary and any Bonus, the Executive shall be entitled to
receive fringe benefits that are generally available to the Company’s executive
employees in accordance with the then existing terms and conditions of the
Company’s policies.

       

      (f)           Vacation.  The
Executive shall be entitled to twenty (20) business days of paid vacation per
fiscal year in accordance with the Company’s vacation policies.

       

      (g)          Business
Expenses.  The Company shall reimburse the Executive for all
reasonable expenses incurred by the Executive in the ordinary course of business
on behalf of the Company, subject to the presentation of appropriate
documentation.

       

      (h)          Cell Phone.  The
Company shall reimburse the Executive for all reasonable expenses for the use of
a cell phone in connection with the Executive’s employment with the
Company.

       

      (i)           Withholding.  The
Company will withhold from compensation payable to the Executive all applicable
federal, state and local withholding taxes.

       

      (j)           Directors and Officers
Insurance; Indemnity.  The
Company does not currently have Directors and Officers Liability Insurance, but
the Company hereby agrees to purchase such insurance to cover all officers and
directors as soon as practicable.  To the fullest extent permitted by
law, the Company will indemnify the Executive against, and will hold the
Executive harmless from, and pay any expenses (including without limitation, all
legal fees and court costs), judgments, fines, penalties, settlements, damages
and other amounts arising out of or in connection with any act or omission of
the Executive performed or made in good faith on behalf of the Company,
regardless of negligence.  The foregoing provisions will survive
termination of Executive’s employment with the Company for any reason whatsoever
and regardless of fault.


      
        
           


        

        
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      5.        
  Confidentiality; Intellectual
Property.  The Executive agrees that during the Executive’s
employment with the Company, whether or not under this Agreement, and
thereafter:

       

      (a)          The
Executive will not at any time, directly or indirectly, disclose or divulge any
Confidential Information (as hereinafter defined), except as required in
connection with the performance of the Executive’s duties for the Company, and
except to the extent required by law (but only after the Executive has provided
the Company with reasonable notice and opportunity to take action against any
legally required disclosure).  As used herein, “Confidential
Information” means all trade secrets and all other information of a business,
financial, marketing, technical or other nature relating to the business of the
Company including, without limitation, any customer or vendor lists, prospective
customer names, financial statements and projections, know-how, pricing
policies, operational methods, methods of doing business, technical processes,
formulae, designs and design projects, inventions, computer hardware, software
programs, business plans and projects pertaining to the Company and including
any information of others that the Company has agreed to keep confidential;
provided, that
Confidential Information shall not include any information that has entered or
enters the public domain through no fault of the Executive or any information
known to the Executive before the Effective Date.  For greater
certainty, Confidential Information shall not include any know-how concerning
the unmanned aerial vehicle business in general (as opposed to the Company)
acquired by the Executive prior to performing services for the
Company.

       

      (b)          The
Executive shall make no use whatsoever, directly or indirectly, of any
Confidential Information at any time, except as required in connection with the
performance of the Executive’s duties for the Company.

       

      (c)          Upon
the Company’s request at any time and for any reason, the Executive shall
immediately deliver to the Company, or destroy if directed by the
Company,  all materials (including all soft and hard copies) in the
Executive’s possession which contain or relate to Confidential
Information.

       

      (d)          All
inventions, modifications, discoveries, designs, developments, improvements,
processes, software programs, works of authorship, documentation, formulae,
data, techniques, know-how, secrets or intellectual property rights or any
interest therein (collectively, the “Developments”) made by the Executive,
either alone or in conjunction with others, at any time or at any place during
the Executive’s employment with the Company, whether or not reduced to writing
or practice during such period of employment, which relate to the business in
which the Company is engaged shall be and hereby are the exclusive property of
the Company without any further compensation to the Executive.  In
addition, without limiting the generality of the prior sentence, all
Developments which are copyrightable work by the Executive are intended to be
“work made for hire” as defined in Section 101 of the Copyright Act of 1976, as
amended, and shall be and hereby are the property of the
Company.


      
        
           


        

        
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      (e)          The
Executive shall promptly disclose all Developments to the Company.  If
any Development is not the property of the Company by operation of law, this
Agreement or otherwise, the Executive will, and hereby does, assign to the
Company all right, title and interest in such Development, without further
consideration, and will assist the Company and its nominees in every way, at the
Company’s expense, to secure, maintain and defend the Company’s rights in such
Development.  The Executive shall sign all instruments necessary for
the filing and prosecution of any applications for, or extension or renewals of,
letters patent (or other intellectual property registrations or filings) of the
USA or any foreign country which the Company desires to file and relates to any
Development.  The Executive hereby irrevocably designates and appoints
the Company and its duly authorized officers and agents as such Executive’s
agent and attorney-in-fact (which designation and appointment shall be deemed
coupled with an interest and shall survive the Executive’s death or incapacity),
to act for and in the Executive’s behalf to execute and file any such
applications, extensions or renewals and to do all other lawfully permitted acts
to further the prosecution and issuance of such letters patent, other
intellectual property registrations or filings, or such other similar documents
with the same legal force and effect as if executed by the
Executive.

       

      (f)          Attached
hereto as Exhibit
A is a list of all inventions, modifications, discoveries, designs,
developments, improvements, processes, software programs, works of authorship,
documentation, formulae, data, techniques, know-how, secrets or intellectual
property rights or any interest therein made by the Executive prior to the
Executive performing services for the Company (collectively, the “Prior
Inventions”) which (i) the Executive owns or has interest therein, (ii) relate
to the business of the Company and (iii) are not assigned to the Company
hereunder; or, if no such list is attached, Executive represents that there are
no such Prior Inventions.  If in the course of the Executive
performing services for the Company, the Executive incorporates into a Company
product, process or machine a Prior Invention owned by the Executive or in which
the Executive has an interest, the Company is hereby granted and shall have a
non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide
license to make, have made, modify, use, sell and otherwise exploit such Prior
Invention as part of or in connection with such product, process or machine and
any and all enhancements and extensions thereof.

       

      6.      
    Noncompetition;
Nonsolicitation.  The Executive agrees that:

       

      (a)          during
the Executive’s employment with the Company, whether or not under this
Agreement, and thereafter during the Noncompetition Period (as hereinafter
defined), the Executive will not, directly or indirectly, individually or as a
consultant to, or an employee, officer, director, manager, stockholder (except
as the owner of less than 1% of the stock of a publicly traded company),
partner, member or other owner or participant in any business entity other than
the Company, engage in or assist any other person or entity to engage in any
business which competes with any business in which the Company is then engaging
anywhere in the USA or the world where the Company does
business.


      
        
           


        

        
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      (b)          during
the Executive’s employment with the Company, whether or not under this
Agreement, and thereafter during the Noncompetition Period, the Executive will
not, directly or indirectly, individually or as a consultant to, or an employee,
officer, director, manager, stockholder (except as the owner of less than 1% of
the stock of a publicly traded company), partner, member or other owner or
participant in any business entity, offer employment or any consulting
arrangement to, hire, or otherwise interfere with the business relationship of
the Company with, any person or entity who is, or was within the six month
period immediately prior thereto, employed by, associated with or a consultant
to the Company.

       

      (c)          during
the Executive’s employment with the Company, whether or not under this
Agreement, and thereafter during the Noncompetition Period, the Executive will
not, directly or indirectly, individually or as a consultant to, or an employee,
officer, director, manager, stockholder (except as the owner of less than 1% of
the stock of a publicly traded company), partner, member or other owner or
participant in any business entity, solicit away from the Company or endeavor to
entice away from the Company, or otherwise interfere with the business
relationship of the Company with, any person or entity who is, or was within the
six month period immediately prior thereto, a customer, dealer, distributor or
client of, supplier, vendor or service provider to the Company.

       

      (d)          As
used herein, “Noncompetition Period” means 12 months from the date of the
termination of Executive’s employment with the Company, provided, however,
that such period shall only be 6 months if the Company terminates the
Executive’s employment without Cause or the Executive terminates her employment
for Good Reason.

       

      7.     
     Remedies; Applicability to Affiliated
Companies.  Without limiting the remedies available to the
Company, the Executive acknowledges that a breach of any of the covenants
contained in Sections 5 or 6 herein could result in irreparable injury to the
Company for which there might be no adequate remedy at law, and that, in the
event of such a breach or threat thereof, the Company shall be entitled to
obtain a temporary restraining order and/or a preliminary injunction and a
permanent injunction restraining the Executive from engaging in any activities
prohibited by Sections 5 or 6 herein or such other equitable relief as may be
required to enforce specifically any of the covenants of Sections 5 or 6
herein.  The foregoing provisions and the provisions of Sections 5 and
6 herein shall survive the term of this Agreement and the termination of the
Executive’s employment with the Company, and shall continue thereafter in full
force and effect in accordance with their terms.  For purposes of
Sections 5, 6 and 7 of this Agreement, the term “Company” shall include the
Company, each of its affiliated companies, subsidiaries and parent company, as
applicable, and their respective successors and assigns.

       

      8.     
     Termination.

       

      (a)          General.  The
Executive’s employment with the Company may be terminated at any time by the
Company with Cause or without Cause (which in the case of a termination without
Cause shall be effective after at least thirty (30) days prior written notice
thereof from the Company to the Executive), or in the event of the death or
Disability of the Executive.  The Executive’s employment with the
Company may also be terminated by the Executive in accordance with the Good
Reason Process (hereinafter defined) or after at least thirty (30) days prior
written notice thereof from the Executive to the Company.  Upon
receipt of such notice, the Company may elect, in its discretion, to terminate
the employment of Executive at any time following such notice; provided however
that in the event the Company elects to terminate the Executive following
notice, Executive’s Base Salary and benefits including any vesting of equity
shall continue to be paid and accrued during the notice period.


      
        
           


        

        
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      (b)          Definitions.  As
used herein, the following terms shall have the following meanings:

      


      “Cause”
means that the Executive has (i) willfully breached in any material respect any
fiduciary duty or legal or contractual obligation to the Company or any of its
affiliated companies, which breach in the case of a contractual obligation to
the Company, if curable, is not cured within thirty (30) days after written
notice to the Executive thereof, (ii) willfully failed to perform satisfactorily
the Executive’s material job duties, which failure, if curable, is not cured
within thirty (30) days after written notice to the Executive thereof, (iii)
engaged in gross negligence, willful misconduct, fraud, embezzlement, or acts of
dishonesty that has resulted in material injury to the Company or any of its
affiliated companies, or (iv) been convicted of or pleaded nolo contendere to
(A) any misdemeanor relating to the affairs of the Company or any of its
affiliated companies or (B) any felony.

      


      “Disability”
means illness (mental or physical), which results in the Executive being unable
to perform the Executive’s duties as an employee of the Company for a period of
three (3) consecutive months, or an aggregate of six (6) months in any twelve
(12) month period, as determined in the reasonable judgment of an independent
physician mutually agreed upon by the Executive, or her personal representative
(as the case may be), and the Company.  Nothing in this Section 8(b)
shall be construed to waive the Executive’s rights, if any, under existing law
including, without limitation, the Family and Medical Leave Act of 1993, 29
U.S.C. s.2601 et seq.
and the Americans with Disabilities Act, 42 U.S.C. s.12101 et seq.

      


      “Good
Reason” means that the Executive has complied with the “Good Reason Process”
(hereinafter defined) following the occurrence of any of the following
events:  (i) a material diminution in the Executive’s
responsibilities, authority or duties, (ii) any diminution in the
Executive’s Base Salary, (iii) a material change in the geographic location
at which the Executive is required to provide services to the Company (aside
from work-related travel), or (iv) the material breach of this Agreement by the
Company (each a “Good Reason Condition”).  Good Reason Process shall
mean that (i)  the Executive notifies the Company in writing of her belief
in the occurrence of the Good Reason Condition within 60 days of the first
occurrence of such condition, (ii)  the Company fails to fully cure the
Good Reason Condition within 30 days following such notice (the “Cure
Period”), and (iii) the Executive terminates employment within 60 days
after the end of the Cure Period.


      
        
           


        

        
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      Effects of
Termination.  If the Executive’s employment is terminated
during the term of this Agreement, the Company shall have no further obligation
to make any payments or provide any benefits to the Executive hereunder after
the date of termination except for (i) payments of Base Salary, Bonus and
expense reimbursement that had accrued, but had not yet been paid, and any
vested benefits the Executive may have under any employee benefit plans, through
the date of termination, (ii) payments for any accrued but unused vacation time
in accordance with Company policy and (iii) if the Executive’s employment with
the Company is terminated by the Company without Cause (other than as a result
of the death or Disability of the Executive, or as contemplated by Section 8(c)
below), or by the Executive for Good Reason (A) continuation for a period of six
(6) months (the “Severance Period”) of payments of Base Salary at the rate in
effect at the date of termination, (B) a prorated portion of her annual Bonus
for the year in which the termination occurs for performance through the date of
the termination as determined in good faith by the Board, and (C) all health and
dental benefits, including the cost of COBRA continuation coverage for Executive
and her eligible dependents during the Severance Period, payable beginning on
the first payroll day following the termination date.

      (c)          Conditions and Limitations to
Severance.   Notwithstanding the foregoing, the Company’s
obligations to make payments to the Executive under Section 8(b)(iii) of this
Agreement shall be subject to the following provisions and
conditions:

       

      (i)          General Release of
Claims.  The Company’s obligation to make payments under
Section 8(b)(iii) of this Agreement shall be contingent upon the Executive
executing a general release of claims in a customary and reasonable
form.

      


      (ii)         Consequences of
Breach.  If the Executive breaches the Executive’s obligations
under Sections 5 or 6 of this Agreement, the Company may immediately cease all
payments payable to the Executive under Section 8(b)(iii) of this
Agreement.  The cessation of these payments shall be in addition to,
and not as an alternative to, any other remedies at law or in equity available
to the Company, including without limitation the right to seek specific
performance or an injunction.

       

      (d)          Survival.  The
provisions of Sections 5 through 20 of this Agreement shall survive the term of
this Agreement and the termination of the Executive’s employment with the
Company, and shall continue thereafter in full force and effect in accordance
with their terms.

       

      9.    
      Enforceability.  This
Agreement shall be interpreted in such a manner as to be effective and valid
under applicable law, but if any provision hereof shall be prohibited or invalid
under any such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating or nullifying the remainder of
such provision or any other provisions of this Agreement.  If any one
or more of the provisions contained in this Agreement shall for any reason be
held to be excessively broad as to duration, geographical scope, activity or
subject, such provisions shall be construed by limiting and reducing it so as to
be enforceable to the maximum extent permitted by applicable law.

       

      10.      
  Notices.  Any
notice, demand or other communication given pursuant to this Agreement shall be
in writing and shall be personally delivered, sent by nationally recognized
overnight courier or express mail, or mailed by first class certified or
registered mail, postage prepaid, return receipt requested, or otherwise
actually delivered as follows: (a) if to the Executive: Barbara M. Johnson, 411
Walnut Street, #4440, Green Cove Springs, FL  32043, (b) if
to the Company: Sanswire Corp., 17501 Biscayne Blvd, Suite 430, Aventura, FL
33160, or (c) at such other address as may have been furnished by such person in
writing to the other parties.


      
        
           


        

        
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      11.    
    Governing Law.  This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Florida, without regard to its conflict of law
provisions.

       

      12.     
   Section
409A.           This
Agreement is intended to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
thereunder.  To the extent that any provision in this Agreement is
ambiguous as to its compliance with Section 409A of the Code, the provision
shall be interpreted in a manner so that no payment due to Executive shall be
subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of
the Code.  To the extent that any provision in the Agreement is
ambiguous as to its compliance with Section 409A of the Code, or to the extent
any provision in the Agreement must be modified to comply with Section 409A of
the Code, such provision shall be read, or shall be modified (with the mutual
consent of the parties), as the case may be, in such a manner so that no payment
due to Executive shall be subject to an “additional tax” within the meaning of
Section 409A(a)(1)(B) of the Code.

       

      For
purposes of Section 409A of the Code, each payment made under this Agreement
shall be treated as a separate payment.  In no event may Executive,
directly or indirectly, designate the calendar year of any
payment.  All reimbursements provided under this Agreement shall be
made or provided in accordance with the requirements of Section 409A of the
Code, including, where applicable, the requirement that (i) any reimbursement be
for expenses incurred during Executive’s lifetime (or during a shorter period of
time specified in this Agreement), (ii) the amount of expenses eligible for
reimbursement during a calendar year may not affect the expenses eligible for
reimbursement in any other calendar year, (iii) the reimbursement of an eligible
expense will be made on or before the last day of the calendar year following
the year in which the expense is incurred, and (iv) the right to reimbursement
is not subject to liquidation or exchange for another benefit.

       

      Notwithstanding
anything to the contrary herein, if a payment or benefit under this Agreement is
due to a “separation from service” for purposes of the rules under Treas. Reg. §
1.409A-3(i)(2) (payments to specified employees upon a separation from service)
and Executive is determined to be a “specified employee” (as determined under
Treas. Reg. § 1.409A-1(i)), such payment or benefit shall, to the extent
necessary to comply with the requirements of Section 409A of the Code, be made
or provided on the later of the date specified by the foregoing provisions of
this Agreement or the date that is six months after the date of Executive’s
separation from service (or, if earlier, the date of Executive’s
death).  Any installment payments that are delayed pursuant to this
Section 12 shall be accumulated and paid in a lump sum on the first day of the
seventh month following Executive’s separation from service, and the remaining
installment payments shall begin on such date in accordance with the schedule
provided in this Agreement.


      
        
           


        

        
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      13.     
   Amendments and
Waivers.  This Agreement may be amended or modified only by a
written instrument signed by the Company and the Executive.  No waiver
of this Agreement or any provision hereof shall be binding upon the party
against whom enforcement of such waiver is sought unless it is made in writing
and signed by or on behalf of such party.  The waiver of a breach of
any provision of this Agreement shall not be construed as a waiver or a
continuing waiver of the same or any subsequent breach of any provision of this
Agreement.  No delay or omission in exercising any right under this
Agreement shall operate as a waiver of that or any other right.

       

      14.     
   Binding
Effect.  This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective heirs, executors and
administrators, successors and assigns, except that the rights and obligations
of the Executive hereunder are personal and may not be assigned without the
Company’s prior written consent.  Without limiting the generality of
the prior sentence, it is understood that the Company’s successors and assigns
shall have the right to enforce Sections 5, 6 and 7 of this
Agreement.  The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company expressly to assume
and agree to perform this Agreement to the same extent that the Company would be
required to perform it if no succession had taken place.  Failure of
the Company to obtain an assumption of this Agreement at or prior to the
effectiveness of any succession shall be a material breach of this
Agreement.  Any assignment of this Agreement by the Company shall not
constitute a termination of the Executive’s employment.  Each
affiliated company, subsidiary and parent company of the Company shall be an
intended third party beneficiary of Sections 5, 6 and 7 of this
Agreement.

       

      15.     
   Entire
Agreement.  This Agreement constitutes the final and entire
agreement of the parties with respect to the matters covered hereby and replaces
and supersedes all other agreements and understandings relating hereto and to
the Executive’s employment.

       

      16.     
   Counterparts.  This
Agreement may be executed in any number of counterparts, including counterpart
signature pages or counterpart facsimile signature pages, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

       

      17.    
    No Conflicting
Agreements.  The Executive represents and warrants to the
Company that the Executive is not a party to or bound by any confidentiality,
noncompetition, nonsolicitation, employment, consulting or other agreement or
restriction which could conflict with, or be violated by, the performance of the
Executive’s duties to the Company or obligations under this
Agreement.

       

      18.    
    Review of
Agreement.  The Executive acknowledges that the Executive (a)
has carefully read and understands all of the provisions of this Agreement and
has had the opportunity for this Agreement to be reviewed by counsel, (b) is
voluntarily entering into this Agreement and (c) has not relied upon any
representation or statement made by the Company (or its affiliates, equity
holders, agents, representatives, employees or attorneys) with regard to the
subject matter or effect of this Agreement.  The Executive further
acknowledges that the provisions in Sections 5, 6 and 7 of this Agreement are
reasonable and necessary to protect the goodwill, customer relationships,
legitimate business interests and Confidential Information of the Company and
its affiliated companies, and the Company would not have entered into this
Agreement or the restricted stock agreement without the benefit of such
provisions.


      
        
           


        

        
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      19.   
     Captions.  The
captions of the sections of this Agreement are for convenience of reference only
and in no way define, limit or affect the scope or substance of any section of
this Agreement.

       

      20.    
    No Strict
Construction.  The parties hereto have participated jointly in
the negotiation and drafting of this Agreement.  In the event an
ambiguity or question of intent or interpretation arises under any provision of
this Agreement, this Agreement shall be construed as if drafted jointly by the
parties thereto, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of authoring any of the provisions of this
Agreement.

       

      [Remainder of Page Intentionally Left
Blank.]


      
        
           


        

        
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      This
Agreement has been executed and delivered as a sealed instrument as of the date
first above written.

       

      
        
          
            	
                    SANSWIRE
      CORP.

                  
	 
      	 
      
	
                    By:

                  	
                      

                  
	 
      	
                    Name:  Glenn
      Estrella

                  
	 
      	
                    Title:  Chief
      Executive Officer

                  
	
                      

                  
	
                    Barbara
      M. Johnson

                  


          

        

      

      


      [SIGNATURE
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