Exhibit
10.4


EMPLOYMENT
AGREEMENT


This EMPLOYMENT AGREEMENT (this “Agreement”)
is made and entered into as of March 2, 2007 by and between Information
Intellect, Inc., a Georgia corporation (the “Company”), and Jon Boaz, an
employee of the Company (“Employee”).


RECITALS:


WHEREAS, the Company and Employee desire to
enter into a written agreement for the Company’s employment of Employee as an
employee, on the terms specified herein.


NOW,
THEREFORE, in consideration of the mutual promises,
agreements and mutual covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending legally to be bound, hereby agree
as follows:


1.             Employment.  The Company hereby employs Employee, and
Employee hereby accepts employment with the Company, upon the terms and subject
to the conditions set forth in this Agreement.


2.             Position and
Duties.  Employee shall be employed
as the Senior Vice President and Chief Technology Officer of the Company and
shall report directly to the Executive Vice President and Chief Operating
Officer of the Company.  Employee shall
also serve in such additional capacities as may be assigned to him from time to
time by the Board of Directors of Company (the “Board”).  Employee shall devote substantially all of
his business time, attention, skill and best efforts to the diligent
performance of his duties hereunder.


3.             Term.  The term of employment hereunder shall
commence as of the date hereof (the “Commencement Date”) and shall
continue for Three (3) years  sooner
terminated earlier in accordance with the provisions of this Agreement (the
“Term”).


4.             Compensation.  As compensation for all services rendered by
Employee under this Agreement, the Company shall pay Employee compensation as
follows:


(a)           Annual
Salary.  For all services rendered by
Employee during his employment under this Agreement, beginning on the
Commencement Date, the Company shall pay Employee an annual salary at the rate
of $182,560.00, payable semi-monthly in accordance with the Company’s standard
payroll policies, subject to annual increases (but not decreases) in the
discretion of the Board; provided that such increase shall not be less than,
measured on a percentage basis the change in the national Consumer Price Index,
All Urban Consumer, U.S., City Average, All Items, as published by the Bureau
of Labor Statistics, U.S. Department of Labor (“CPI-U”) for the corresponding
year.  The measuring dates for
determining the percentage increase that occurred in the CPI-U shall be the
month of January for the current and preceding years. The increase shall become
effective on March 1, of each year throughout the Term.













(b)           Taxes
and Withholdings.  All taxes and
governmentally required withholdings shall be deducted from any amount paid by
the Company to Employee hereunder in conformity with applicable laws.


(c)           Performance
Bonuses.  Employee shall be entitled
to receive performance bonuses based on performance criteria mutually agreed to
by Employee and the Board from time to time. Such bonus program shall provide
for a minimum of $100,000.00 in bonus compensation annually, which includes a
minimum of $20,000.00 attributable to the Company achievement of the annual
financial plan, such bonus to be paid annually; plus quarterly bonus amounts of
at least $20,000.00 per quarter, 25% of which is earned based on the Company
achievement of planned quarterly group objectives and 75% of which is earned
based on the individual achievement of planned individual objectives for the
quarter.  The first quarterly bonus for
the quarter ending March 31, 2007 in the amount of $20,000.00 shall be
considered earned for both group and individual objectives and payment for such
quarterly bonus is guaranteed.


(d)           Equity
Based Compensation.  The Company
plans to establish one or more Incentive Stock Option plans (the “ISO Plans”)
for Company Directors, Company Officers and other key employees of the Company
and will use its best efforts to establish the effectiveness of such ISO Plans
within 90 days of the Commencement Date (the “ISO Plan Date”). The ISO
Plans will provide for the grant to Company Directors, Company Officers and
other key employees of the Company, including Employee, incentive stock options
(the “ISO”) to acquire shares of the capital stock of the Company in
accordance with the terms of the ISO Plans. 
The date on which the Company grants the ISO to Employee will be the
grant date (the “ISO Grant Date”). 
The strike price for the ISO shall be the fair market value for the
particular class of capital stock of the Company granted to Employee under the
ISO Plans on the ISO Grant Date.  The
vesting rights and benefits for each ISO granted shall vest in the Employee no
slower than 1/36th of the total ISO granted each month for the 36
months immediately following the ISO Grant Date; and in addition such vesting
shall be accelerated and immediately vested for all unvested ISO shares in the
event of a Change of Control, or for early termination without Cause as defined
in Sections 7 and 8, or for early termination for Good Reason as defined in
Section 10.  Vesting will otherwise cease
upon termination of employment from the Company by Employee upon such
Termination Date.


(i)          Employee
shall receive an ISO for 579,820 shares of capital stock of the Company with an
ISO Grant date equal to the ISO Plan Date under the ISO Plans.


(ii)         Employee
shall receive an additional ISO for 125,000 shares of capital stock of the
Company with an ISO Grant date equal to the ISO Plan Date under the ISO Plans.


(iii)        Employee
is an Officer of the Company and shall receive additional ISO’s granted to all
Officers of the Company from time to time by the Board, proportionate to
Employee’s position as an Officer of the Company.



 2
 









(e)           Other
Equity Based Compensation.  The
Company plans to establish one or more Restricted Stock Grant plans (the “Restricted
Stock Grant Plans”) for Company Directors and Company Officers of the
Company and will use its best efforts to establish the effectiveness of such
Restricted Stock Grant Plans within 90 days of the Commencement Date (the “Restricted
Stock Grant Plan Date”). The Restricted Stock Grant Plans will provide for
the grant to Company Directors and Company Officers of the Company, including
Employee, grants of restricted stock (the “Restricted Stock Grant”) to
acquire shares of the capital stock of the Company in accordance with the terms
of the Restricted Stock Grant Plans.  The
date on which the Company grants the Restricted Stock Grant to Employee will be
the grant date (the “Restricted Stock Grant Date”).  The strike price for the Restricted Stock
Grant shall be the fair market value for the particular class of capital stock
of the Company granted to Employee under the Restricted Stock Grant Plans on
the Restricted Stock Grant Date.  The
vesting rights and benefits for each Restricted Stock Grant granted shall vest
in the Employee immediately on the Restricted Stock Grant Date; and in addition
the restriction on such Restricted Stock Grants shall be lifted twelve (12)
months following the Restricted Stock Grant Date; and further the lifting of
such restrictions shall be accelerated and immediately lifted for all
Restricted Stock Grant shares in the event of a Change of Control, or for early
termination without Cause as defined in Sections 7 and 8, or for early
termination for Good Reason as defined in Section 10.


(i)          Employee
is an Officer of the Company and shall receive Restricted Stock Grants granted
to all Officers of the Company from time to time by the Board, proportionate to
Employee’s position as an Officer of the Company.


5.             Benefits and
Fringes.


(a)           Benefits.  During the Term, Employee shall be eligible
to participate in the Company’s standard benefits for key executives of the
Company in accordance with the Company’s policies.


(b)           Vacation.  Employee shall be entitled to four (4) weeks
of paid vacation in each calendar year during the Term in accordance with the
Company’s practice.  Employee shall take
vacations at such time or times as shall be reasonable as mutually determined
by Employee and Company based upon the current duties.


(c)           Other.
Employee shall be entitled to the following according to policy and practices
established by Company from time to time:


(i)          Corporate
Credit Card


(ii)         Cell
Phone


(iii)        High
Speed Internet


(iv)       Laptop
Computer



 3















(d)           Key
Man Life Insurance.  The Company
shall continue to pay all premiums for key man Life Insurance policies on
Employee under new or existing policies. 
There is $1,000,000 face amount of Life Insurance with the Company named
as the beneficiary, and there is $1,000,000 face amount of Life Insurance with
the Spouse of Employee named as the beneficiary.


6.             Expenses
Reimbursement.  The Company shall
reimburse Employee for all reasonable expenses incurred by Employee during the
Term in the course of performing Employee’s duties under this Agreement that
are consistent with the Company’s policies in effect from time to time with
respect to travel, entertainment and other business expenses, including
cellular phone charges and mileage related to business expenses, subject to the
Company’s requirements applicable generally with respect to reporting and
documentation of such expenses.  Expenses
shall be reimbursed in accordance with the Company’s policies in effect from
time to time.


7.             Termination by
Company for Cause.  The Company shall
have the right at any time to terminate the employment of Employee for Cause
effective immediately by delivering to Employee a written notice specifying
such Cause.  If the Company exercises
such right, in full settlement and discharge of the Company’s obligation to
Employee, the Company shall make a payment to Employee in a lump sum amount
equal to all compensation accrued and unpaid as of the Termination Date and the
Company’s obligation under this Agreement to make any further payments to
Employee shall thereupon cease and terminate. 
This Section 7 of this Agreement in no way limits the Company’s right to
terminate Employee’s employment without cause pursuant to Section 8 of this
Agreement.  As used herein, the term “Cause”
shall be deemed to exist upon (i) willful misconduct or gross negligence of
Employee in the performance of his duties and services to the Company or any of
its subsidiaries; (ii) the commission of a felony, whether or not committed in
the course of performing services for the Company or any of its subsidiaries;
(iii) Employee’s deliberate dishonesty or breach of fiduciary duty; (iv) the
commission by Employee in the course of performing any services for the Company
or any of its subsidiaries of embezzlement, theft or any other fraudulent act;
(v) the unauthorized disclosure by Employee of any material trade secret or
material confidential information of the Company or any of its subsidiaries;
(vi) the commission by Employee of an act which constitutes unfair competition
with the Company or any of its subsidiaries, including, without limitation,
inducing any employee or customer of the Company to breach a contract with the
Company or any of its subsidiaries; (vii) the repeated refusal or failure by
Employee to comply with any policies of the Company or any lawful directives of
the Board or the Chief Executive Officer of the Company; or (viii) the material
breach by Employee of any agreement to which the Company and Employee are
parties, which material breach remains uncured by Employee for a period of 10
days after the Company has given Employee written notice thereof.


8.             Termination by
Company Without Cause.  The Company
shall have the right at any time and for any reason or for no reason to
terminate the employment of Employee and this Agreement without cause effective
immediately upon written notice to Employee. 
Upon termination of this Agreement pursuant to this Section 8, Employee
shall be entitled to receive, (i) an amount equal to Employee’s annual salary
accrued and unpaid as of the Termination Date, (ii) a pro rated portion of any and all performance bonuses to which
Employee would have been entitled as if Employee had remained employed by
Company and achieved all goals and objectives under Section 4(c) for the year
as well as the quarter in which such termination occurs, (iii) salary, plus all
performance bonuses to which Employee would have been entitled as if Employee
had remained employed by Company and achieved all goals and



 4
 









objectives under Section 4(c) and all benefits for a period of six (6) months after the
Termination Date, and if the Company shall exercise its right to terminate
Employee Without Cause within the first twelve (12) months after the
Commencement Date then the Company shall extend the provisions of this
subsection (iii) for an additional six (6) months making a total of twelve (12)
months after the Termination Date, and (iv) continue to provide
Employee, at Company expense, with the same medical coverage Employee carried
while an active employee for a period
of six (6) months after the Termination Date, and if the Company shall exercise
its right to terminate Employee Without Cause within the first twelve (12)
months after the Commencement Date then the Company shall extend the provisions
of this subsection (iv) for an additional six (6) months making a total of
twelve (12) months after the Termination Date, after which Employee will
be eligible under Part 6 of Subtitle B of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“COBRA”).  All of the foregoing shall be payable in
accordance with the Company’s then effective payroll schedule applicable to
Employee.  All payments under this
Section 8 shall be in full settlement and discharge of the Company’s obligation
to Employee, and the obligation of the Company to make such payments shall be
conditioned upon the execution by Employee of a separation and release
agreement in a form satisfactory to the Company.


9.             Termination Upon
Death or Disability.  The Company may
terminate the employment of Employee and this Agreement effective upon notice
to Employee (or his heirs or legal representatives, as the case may be) if
Employee either dies or is disabled.  As
used herein, the term “disabled” shall mean the inability or failure of
Employee to perform the essential functions of the position with or without  reasonable accommodation as a result of a
mental or physical disability for a period of ninety (90) or more days (whether
or not consecutive) during any twelve months, all as determined in good faith
by the Board.  Upon termination of this
Agreement pursuant to this Section 9, Employee (or his heirs or legal
representatives, as the case may be) shall be entitled to receive, in full settlement
and discharge of the Company’s obligation to Employee, a lump sum amount equal
to all compensation accrued and unpaid as of the Termination Date.


10.           Termination
by Employee.


(a)           Employee may terminate his employment under
this Agreement at any time upon thirty (30) days notice to the Company.  Employee, at the request of the Company and
for a period not to exceed such thirty (30) days as requested by the Company,
shall continue to render his services in accordance with this Agreement and
shall be paid his regular salary plus performance bonuses and receive his
normal benefits up to the Termination Date.


(b)           Employee may terminate his employment with
the Company under this Agreement at any time for Good Reason (as defined
below).  Upon termination of this
Agreement pursuant to this Section 10(b), Employee shall be entitled to
receive, (i) an amount equal to Employee’s annual salary accrued and unpaid as
of the Termination Date, (ii)
a pro rated portion of any and all performance bonuses to which Employee would
have been entitled as if Employee had remained employed by Company and



 5
 









achieved all goals and objectives under
Section 4(c) for the year as well as the quarter in which such termination
occurs, (iii) salary, plus all performance bonuses to which Employee would have
been entitled as if Employee had remained employed by Company and achieved all
goals and objectives under Section 4(c) and all benefits  for a period of six (6) months after the
Termination Date, and if the Employee shall exercise his right to terminate
employment for Good Reason within the first twelve (12) months after the
Commencement Date then the Company shall extend the provisions of this
subsection (iii) for an additional six (6) months making a total of twelve
months after the Termination Date, and (iv) continue to provide
Employee, at Company expense, with the same medical coverage Employee carried
while an active employee for a period
of six (6) months after the Termination Date, and if the Employee shall
exercise his right to terminate employment for Good Reason within the first
twelve (12) months after the Commencement Date then the Company shall extend
the provisions of this subsection (iv) for an additional six (6) months making
a total of twelve months after the Termination Date, after which
Employee will be eligible under the provisions of COBRA.  All of the foregoing
shall be payable in accordance with the Company’s then effective payroll
schedule applicable to Employee.  The
term “Good Reason” means
Employee’s resignation as an Employee of the Company as a result of (i)
the Company materially violating any of its material obligations to Employee under this Agreement or any
other agreement with Employee,
(ii)  a substantial change in Employee’s
duties to which Employee does
not consent, (iii)  a decrease in Employee’s salary or performance bonuses to which Employee does not consent, or
(iv) the Company failing to enter into a new employment agreement with the
Employee thirty (30) days prior to the expiration of this Agreement, on terms
equal to or greater than the existing agreement.  Such termination for Good Reason shall only
be effective if Employee gives
the Company a minimum of 30 days’ written notice, provided that the occurrence
of such violation shall have occurred within the 60 days preceding such notice and
that the Company shall have failed to cure such violation within 30 days after
receipt of such notice.


11.           Covenants of
Confidentiality and Non-Competition.


(a)           Definitions.  For this Agreement, the following terms shall
have the meanings specified below:


(i)          “Person”
- any individual, corporation, partnership, association, unincorporated
organization or other entity.


(ii)         “Termination
Date” - the last day Employee is employed by Company, whether separation is
voluntary or involuntary and with or without Cause.


(iii)        “Confidential
Information” - information relating to Company’s customers, suppliers,
distributors, operations, finances, and business that derives value from not
being generally known to other Persons, including, but not limited to, technical
or nontechnical data, formulas, patterns, compilations (including compilations
of customer information), programs (including computer programs and software),
devices, methods, techniques, drawings, processes, financial data (including
sales and sales forecasts), and lists of actual or potential customers or



 6
 









suppliers (including identifying information about those customers),
without regard to form and whether or not reduced to writing. Confidential
Information includes information owned or disclosed to Company by third parties
that Company treats as or is obligated to maintain as confidential.
Confidential Information subject to this Agreement may include information that
is not a trade secret under applicable law, but information not constituting a
trade secret shall only be treated as Confidential Information under this
Agreement for a one-year period after the Termination Date.


(iv)       “Competing
Business” shall mean any one or more of the following: (i) the Company’s
Business, or (ii) any other business in which the Company or its subsidiaries
develops an intention, with full knowledge of Employee, to engage on or before
the Termination Date and (a) for which the Company or its subsidiaries prepared
an existing business plan or study on or before the Termination Date, or (b)
for which the Board commissioned a business plan or study on or before the
Termination Date.


(v)        “Company’s
Business” means the business of developing, selling, leasing, licensing,
installing, implementing and maintaining hardware and software products to and
for utilities and municipalities for the functions that are specifically
performed by the Company Products of (A) Acufile, Intelliplant, and Utiliprice
as it relates to tax and fixed asset management, capital project management, book
and tax depreciation, tax deferral and accrual, work order management, and cost
of service modeling and (B) Dynamic Virtual Metering (DVM) as it relates to
radio frequency based automatic meter reading, throughout the Territory.


(vi)       “Company’s
Products” means the products of the Company related to the Company’s
Business.


(vii)      “Territory”
The term “Territory” shall mean the worldwide.


(b)           Confidential
Information.  Employee shall use his
or her best efforts to protect Confidential Information. At all times, both
during and after Employee’s employment, Employee will not use, reproduce or
disclose any Confidential Information, except as may be necessary in connection
with work for Company.


(c)           Return
of Materials.  On the Termination
Date or for any reason or at any time at Company’s request, Employee will
deliver promptly to Company all materials, documents, plans, records, notes, or
other papers or electronically-stored materials and any copies in Employee’s
possession or control relating in any way to Company’s Business, which at all
times shall be the property of Company.


(d)           Disparagement.  Employee shall not at any time make false,
misleading or disparaging statements about the Company, including its products,
services, management, employees, and customers. 
The Company shall not make false, misleading or disparaging statements
about Employee.


(e)           Non-Solicitation
of Customers.  Employee agrees that,
for a period of twelve
(12) months following the Termination Date, Employee shall not, directly
or



 7
 









indirectly, solicit, or assist in the solicitation of, any Person who
is, or was during the period of Employee’s employment with Company, a customer
of Company, including actively sought prospective customers, with whom Employee
had personal business contact with during his or her employment with the
Company.


(f)            Non-Solicitation
of Employees, Consultants and Contractors. 
Employee agrees that, for a period of twelve (12) months following the Termination Date, Employee
shall not, directly or indirectly, solicit or induce, or attempt to solicit or
induce, Persons who were employees, consultants or independent contractors of
the Company at the time of Employee’s termination of employment and who
continue to be employed or engaged by Company, and with whom Employee had
personal business contact with during his or her employment with the Company,
to leave their employment or engagement with the Company.


(g)           Covenant
against Competition.  Employee
covenants and agrees with the Company that, except on behalf of Company, at any
time during the period of his or her employment with Company and continuing for
a period of twelve
(12) months after the Termination Date, Employee will not in any manner (other than as an
employee of or as a consultant to Company), directly or by assisting others, engage in or perform any of the
specific duties or activities which Employee performed for Company during his
or her employment for any Competing Business in the Territory.  Employee further agrees that during the period
of his or her employment with Company and continuing for a period of twelve (12) months after the
Termination Date, Employee will not own or invest in any Competing Business;
except that Employee may own securities of the Company or acquire either
directly or indirectly and solely as an investment, up to five percent (5%) of
the securities of any Competing Business issuer that is publicly traded on any
United States national securities exchange or quoted on the NASDAQ system.


(h)           Prior
Agreements.  Employee warrants that
Employee is not under any obligation, contractual or otherwise, limiting or
affecting Employee’s ability or right to render to Company the services for
which Employee has been or is being hired. Upon execution of this Agreement,
Employee will give Company a copy of any agreement, or notify Company in
writing of any agreement if a written agreement is not available, with a prior
employer or other Person purporting to limit or affect Employee’s ability or
right to render to Company the services for which Employee has been or is being
hired, to solicit customers or potential customers, or to use any type of
information.


(i)            Future
Employment Opportunities.  At any
time before, and for six (6) months  after,
the Termination Date, Employee shall provide any prospective company with a
copy of this Agreement, and upon accepting any employment with another Person,
shall provide Company with the employer’s name and a description of the
services Employee will provide.


(j)            Tolling.  In the event the enforceability of any terms
of this Section 11 are challenged in a lawsuit instituted during the Term or
for a period of twelve (12) months following the Termination Date and Employee
is not enjoined from breaching any of the protective covenants, then if a court
of competent jurisdiction finds that the challenged



 8
 









protective covenant is enforceable, the time period shall be tolled
during the pendency of the lawsuit until the dispute is finally resolved and
all periods of appeal have expired.


12.           Work For Hire
Acknowledgment; Assignment.  Employee
acknowledges that Employee’s work on and contributions to documents, programs,
and other expressions in any tangible medium that relate to the Company’s
Business or the Company’s Products (collectively, “Works”) since the
date of employment and thereafter through the Termination Date are within the
scope of Employee’s employment and part of Employee’s duties and
responsibilities. Employee’s work on and contributions to the Works will be
rendered and made by Employee for, at the instigation of, and under the overall
direction of, Company, and are and at all times shall be regarded, together
with the Works, as “work made for hire” as that term is used in the United
States Copyright Laws. Without limiting this acknowledgment, Employee assigns,
grants, and delivers exclusively to Company all rights, titles, and interests
in and to any Works, and all copies and versions, including all copyrights and
renewals. Employee will execute and deliver to Company, its successors and
assigns, any assignments and documents Company requests for the purpose of
establishing, evidencing, and enforcing or defending its complete, exclusive,
perpetual, and worldwide ownership of all rights, titles, and interests of
every kind and nature, including all copyrights, in and to the Works, and
Employee constitutes and appoints Company as his or her agent to execute and
deliver any such assignments or documents Employee fails or refuses to execute
and deliver, this power and agency being coupled with an interest and being irrevocable.


13.           Inventions, Ideas
and Patents.  Employee shall disclose
promptly to Company (which shall receive it in confidence), and only to
Company, any invention or idea of Employee (developed alone or with others)
that relates in any way to Company’s Business or Company’s Products or was
conceived or made before or during Employee’s employment by Company or within
six months of the Termination Date. Employee assigns to Company any such
invention or idea in any way connected with Employee’s employment or related to
Company’s Business, research or development, or demonstrably anticipated
research or development, and will cooperate with Company and sign all papers
deemed necessary by Company to enable it to obtain, maintain, protect and
defend patents covering such inventions and ideas and to confirm Company’s
exclusive ownership of all rights in such inventions, ideas and patents, and
irrevocably appoints Company as its agent to execute and deliver any
assignments or documents Employee fails or refuses to execute and deliver
promptly, this power and agency being coupled with an interest and being
irrevocable. This constitutes Company’s written notification that this
assignment does not apply to an invention for which no equipment, supplies,
facility or trade secret information of Company was used and which was
developed entirely on Employee’s own time, unless (a) the invention relates (i)
directly to Company’s Business, or (ii) to Company’s actual or demonstrably
anticipated research or development, or (b) the invention results from any work
performed by Employee for Company.


14.           Representations
and Disclosures.  Employee represents
and warrants that he has the legal capacity to execute and deliver this
Agreement, and that the execution, delivery and performance of this Agreement
by such party will not violate any agreement made by such party or to which
such party is subject.  Employee
represents and warrants that there are no inventions or ideas of which Employee
claims ownership as of the date of this Agreement other than the inventions or
ideas described on Appendix A.  If
no inventions or ideas are listed on Appendix



 9
 









A,
Employee represents that there are no such inventions or ideas at the time of
signing this Agreement.  Employee
represents and warrants that performance of all the terms of this Agreement
will not breach any agreement to keep in confidence proprietary information
acquired by Employee in confidence or in trust prior to the execution of this
Agreement.  Employee has not entered
into, and Employee agrees not to enter into, any agreement either written or
oral that conflicts or might conflict with Employee’s employment or Employee’s
performance under this Agreement.  Except
as described on Appendix A, Employee is not bound by any agreement regarding
confidentiality or ownership of intellectual property with any person or entity
other than the Company.  Employee agrees
not to disclose to the Company or use on its behalf any confidential
information belonging to others that is known to have been improperly acquired
or acquired from a person known to be subject to a duty not to disclose it.


15.           Continuing
Employment Upon a Change of Control. 
Upon the occurrence of a Change of Control (as defined below), the
Company covenants that it shall cause the acquiring company to offer Employee
an employment agreement containing (i) an employment period of not less than
one (1) year, (ii) duties and responsibilities consistent with Employee’s then
current position in the Company and (iii) such other terms consistent with and
comparable to the terms set forth in this Agreement, as and if amended, in all
material respects, including without limitation, compensation and
benefits.  Such employment agreement will
not require relocation unless mutually agreed upon by the Company and
Employee.  If the acquiring company fails
to offer Employee an employment agreement containing such terms, then Employee
shall be entitled to a lump sum severance in an amount not less than Employee’s
aggregate compensation (including salary, bonuses, and commission, whether or
not paid) for the prior twelve month period, plus the continuation of all
benefits for a period of twelve (12) months after the Termination Date.  If the acquiring company terminates Employee’s
employment or if Employee terminates employment for Good Reason within one (1)
year after the Change of Control, then Employee shall be entitled to a lump sum
severance in an amount equal to the lump sum severance Employee would have
received in the prior sentence, plus the continuation of all benefits for a
period of twelve (12) months after the Termination Date.  The provisions of this Section 15 shall be
binding upon and enforceable against all successors and assigns of the Company.  A “Change of Control” shall be deemed
to have occurred after (a) the sale of all or substantially all of the assets
of the Company, whether in a single transaction or in a series of transactions
occurring within any single 12 month period, (b) the sale by one or more
shareholders of the Company, in a single transaction or in a series of
transactions occurring within any single 12 month period, of more than 50% of
the issued and outstanding capital stock of the Company to any individual,
corporation, trust or other entity; or (c) a merger, reorganization,
exchange of stock or other securities, or other business combination between
the Company and another individual, corporation, trust or other entity
comprised of a single transaction or a series of transactions occurring within
any single 12 month period, resulting in any individual, corporation, trust or
other entity owning more than 50% of the issued and outstanding capital stock
of the Company.


16.           Interpretation;
Severability.  Rights and
restrictions in this Agreement may be exercised and are applicable only to the
extent they do not violate any applicable laws, and are intended to be limited
to the extent necessary so they will not render this Agreement illegal, invalid
or unenforceable. If any term shall be held illegal, invalid or unenforceable
by a court of competent jurisdiction, the remaining terms shall remain in full
force and effect. This Agreement



 10
 









does not in any
way limit Company’s rights under the laws of agency, fiduciary obligation,
unfair competition, trade secret, copyright, patent, trademark or any other
applicable law(s), or under any other agreement or instrument, all of which are
in addition to rights under this Agreement. The existence of a claim by
Employee, whether predicated on this Agreement or otherwise, shall not constitute
a defense to Company’s enforcement of this Agreement.


17.           Remedies for
Breach.  Employee understands and
agrees that any breach of this Agreement may cause the Company great and
irreparable harm and that it would be difficult or impossible to establish the
full monetary value of such damage. Consequently:


(a)           Employee
covenants and agrees that any breach by Employee of the Agreement during
Employee’s employment with the Company shall be grounds for disciplinary
actions up to and including dismissal of Employee for Cause.


(b)           Employee
further covenants and agrees that in the event of any Employee breach of this
Agreement, Employee consents to the entry of appropriate preliminary and
permanent injunctions in a court of appropriate jurisdiction, without the
posting of a bond or other security, in addition to whatever other remedies the
Company may have. Injunctive relief is in addition to any other available
remedy, including damages.


(c)           Employee
agrees that Employee will indemnify and hold the Company harmless from any
loss, cost, damage or expense (including attorneys’ fees) incurred by the
Company arising out of Employee’s breach of any portion of this Agreement,
whether or not such breach results in litigation or other formal proceedings.


18.           Miscellaneous.


(a)           Counterparts.  This Agreement may be executed in several
counterparts each of which is an original. 
This Agreement and any counterpart so executed shall be deemed to be one
and the same instrument.  It shall not be
necessary in making proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.


(b)           Contents
of Agreement; Parties In Interest, Etc. 
This Agreement sets forth the entire understanding of the parties.  Any previous agreements or understandings
between the parties regarding the subject matter hereof are merged into and
superseded by this Agreement.  If there
are any inconsistencies between the terms of this Agreement and the Company’s
Employee Handbook, this Agreement shall control.  All representations, warranties, covenants,
terms, conditions and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective heirs, legal
representatives, successors and permitted assigns of the Company and Employee.  Neither this Agreement nor any rights,
interests or obligations hereunder may be assigned by any party without the
prior written consent of the other party hereto.


(c)           TEXAS
LAW TO GOVERN.  THIS AGREEMENT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.  Each party irrevocably (a) consents to the
exclusive jurisdiction and venue of the



 11
 









federal and state courts located in Tarrant County, State of Texas, in
any action arising under or relating to this Agreement, and (b) waives any
jurisdictional defenses (including personal jurisdiction and venue) to any such
action.


(d)           Section
Headings.  The section headings
herein have been inserted for convenience of reference only and shall in no way
modify or restrict any of the terms or provisions hereof.


(e)           Notices.  All notices, requests, demands and other
communications which are required or permitted hereunder shall be sufficient if
given in writing and delivered personally or by registered or certified mail,
postage prepaid, by a nationally recognized overnight courier service, or by
facsimile transmission (with a copy simultaneously sent by registered or
certified mail, postage prepaid), as follows (or to such other address as shall
be set forth in a notice given in the same manner):


	
   

  	
  (1)

  	
  If to the Company, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Information
  Intellect, Inc.

  
	
   

  	
   

  	
  Attention:
  Robert Lincoln

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  477 Madison
  Avenue

  
	
   

  	
   

  	
  12th Floor, Suite 1200

  
	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  If to Employee, to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jon Boaz

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


All such notices shall be deemed to have been received on the date of
delivery.


(f)            Location
of Employment.  The location of
employment of Employee shall be the State of Texas.  This Agreement will not require relocation
unless mutually agreed upon by the Company and Employee.


(g)           Modification
and Waiver.  Any of the terms or
conditions of this Agreement may be waived in writing at any time by the party
which is entitled to the benefits thereof, and this Agreement may be modified
or amended at any time by the Company and Employee.  No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by each of the
parties hereto.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof nor shall such waiver constitute a continuing
waiver.



 12
 









(h)           Mediation.  The Company and Employee shall mediate any
claim or controversy arising out of or relating to this Agreement or any breach
thereof if either of them requests mediation and gives written notice to the
other (the “Mediation Notice”). 
Any notice given pursuant to the preceding sentence shall include a
brief statement of the claim or controversy. 
If the Company and Employee do not resolve the claim or controversy
within five (5) days after the date of the Mediation Notice, the Company and
Employee shall then use reasonable efforts to agree upon an independent
mediator.  If the Company and Employee do
not agree upon an independent mediator within ten (10) days after the date of
the Mediation Notice, either party may request that JAMS/Endispute (“JAMS”),
or a similar mediation service of a similar national scope if JAMS no longer
then exists, appoint an independent mediator. 
The Company and Employee shall share the costs of mediation equally and
shall pay such costs in advance upon the request of the mediator or any
party.  Within ten (10) days after
selection of the mediator, the mediator shall set the mediation.  If the Company and Employee do not resolve
the dispute within thirty (30) days after the date of the Mediation Notice, the
dispute shall be decided by arbitration as set forth in Section 18(i) hereof.


(i)            Arbitration.  Any claim or controversy arising out of or
relating to this Agreement or any breach thereof shall be settled by
arbitration if such claim or controversy is not settled pursuant to Section
18(h) hereof.  The venue for any such
arbitration shall be Dallas, Texas, or such other location as the parties may
mutually agree.  Except as expressly set
forth herein, all arbitration proceedings under this Section 18(i) shall be
undertaken in accordance with the Commercial Arbitration Rules of the American
Arbitration Association (the “AAA”) then in force.  Only individuals who are (i) lawyers engaged
full-time in the practice of law and (ii) on the AAA register of arbitrators
shall be selected as an arbitrator.  There
shall be one arbitrator who shall be chosen in accordance with the rules of the
AAA.  Within twenty (20) days of the
conclusion of the arbitration hearing, the arbitrator shall prepare written
findings of fact and conclusions of law. 
Judgment on the written award may be entered and enforced in any court
of competent jurisdiction.  It is
mutually agreed that the written decision of the arbitrator shall be valid,
binding, final and non-appealable; provided however, that the parties hereto
agree that the arbitrator shall not be empowered to award punitive damages
against any party to such arbitration. 
The arbitrator shall require the non-prevailing party to pay the
arbitrator’s full fees and expenses or, if in the arbitrator’s opinion there is
no prevailing party, the arbitrator’s fees and expenses will be borne equally
by the parties thereto.  In the event
action is brought to enforce the provisions of this Agreement pursuant to this
Section 18(i), the non-prevailing parties shall be required to pay the
reasonable attorneys’ fees and expenses of the prevailing parties, except that
if in the opinion of the court or arbitrator deciding such action there is no
prevailing party, each party shall pay its own attorneys’ fees and expenses.


(j)            Acceleration
of Company Notes Held by Employee via Amendment of Repayment Terms.  Employee currently is the holder of a Note,
payable by Energy Technology Group, Inc., a wholly owned subsidiary of the
Company, in the amount of $197,643.03. 
Such note shall be amended by execution of the “First Amendment to
Promissory Note” amendment (the “Amendment”) in the form attached hereto
as



 13
 









Appendix B.  Such Amendment shall
be executed of even date and time with this Agreement.


I HAVE READ THIS
AGREEMENT CAREFULLY.  I ACKNOWLEDGE THAT
THIS AGREEMENT DESCRIBES THE BASIC LEGAL AND ETHICAL RESPONSIBILITIES THAT I AM
REQUIRED TO OBSERVE AS AN EMPLOYEE EXPOSED TO HIGHLY SENSITIVE TECHNOLOGY AND
STRATEGIC INFORMATION.


IN
WITNESS WHEREOF, the parties hereto have executed or have
caused this Agreement to be duly executed as of the date first above written.


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  /s/ JON BOAZ

  
	
   

  	
  Name:

  	
  Jon Boaz

  
	
   

  	
   

  
	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  Information
  Intellect, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ TOM E. WHEELER

  
	
   

  	
   

  	
  Name:

  	
  Tom E. Wheeler

  
	
   

  	
   

  	
  Its:

  	
  President

  
						



 



 14