ex10_01.htm


     

    EXHIBIT 10.01

     

    EMPLOYMENT
AGREEMENT

    
      


      


           This
Agreement, dated as of December 1, 2006, is between Legacy Systems, Inc., a
California corporation ("Employer"), and Robert R Matthews
("Employee").  Employer and Employee agree to the following terms and
conditions of employment.

      


      1.  Period
of Employment.

      


      (a)  Basic
Term.  Employer shall employ Employee to render services to Employer
in the position and with the duties and responsibilities described in Section 2
and except as set forth in Paragraph 19 for the period (the "Period of
Employment") commencing December 1, 2006 and ending upon the earlier of (i)
December 1, 2009 (the "Term Date"), as, and to the extent, extended under
Section 1(b); or (ii) the date upon which the Period of Employment is terminated
in accordance with Section 4.

      


      (b)  Renewal.  Subject
to Section 4, Employee's employment will be renewed automatically for an
additional one (1) year period (without any action by either party) on the Term
Date and on each anniversary thereof, unless one party gives to the other
written notice sixty (60) days in advance of the beginning of any one-year
renewal period that the Period of Employment is to be
terminated.  Either party may elect not to renew this Agreement, with
or without cause, in which case Section 4 and 5 will apply along with Employer’s
obligations under Section 3.   Nothing stated in this Agreement
or represented orally or in writing to either party shall create an obligation
to renew this Agreement.

      


      2.  Position
and Responsibilities.

      


      (a)
Position.  Employee accepts employment with Employer as Chief
Executive Officer (CEO) and President.  Employee shall perform all
services appropriate to such position, as well as such other services as may be
assigned by Employer’s Board of Directors, and Employee has full responsibility
for the overall operation of Employer, subject to the direction of Employer's
Board of Directors.  Employee shall have such additional duties,
responsibilities, and powers, subject to the review and approval of the Board
and shall carry out such policies and directives and performs such acts and
administrative functions and duties as may be prescribed from time to time by
the Board including the following: (i) selecting, training, assigning,
evaluating, and managing subordinate personnel; (ii) performing related
responsibilities as required or directed by the Board.

      


      Employee shall perform the services
and manage the operations of Employer to the very best of his ability and in
compliance with the policies and procedures set forth by the Board of Directors
for the term of Employee's employment.   Subject to Section 2(b),
Employee shall devote his best efforts and full-time attention to the
performance of his duties.   Employee shall be expected to travel
in reasonable amounts if necessary or advisable in order to meet the obligations
of his position.

      


      


      (b)  Other
Activity.  Except as provided in this Section 2(b) or upon the prior
written consent of Employer, Employee (during the Period of Employment) shall
not (i) accept any other employment; or (ii) engage, directly or indirectly, in
any other business except as described below, commercial, or professional
activity (whether or not pursued for pecuniary advantage) that is or may be
competitive with Employer, that might create a conflict of interest with
Employer, or that otherwise might interfere with the business of Employer, or
any Affiliate.  An "Affiliate" shall mean any person or entity that
directly or indirectly controls, is controlled by, or is under common control
with Employer.  Employee may sit on Employer’s Board and any two Board
of Directors of companies who are not in competition with Employer, spend such
time as is customary for sitting on such boards, and devote such time as a
director as is reasonably required to meet his fiduciary duties. Employee may
sit on additional Boards only with the written consent of a majority of the
Board of Directors of Employer.  Under no circumstances will Employee
spend more than 10% of his time providing consulting services and sitting on the
Boards.

      


      (c)  Representations
and Warranties.  Employee represents and warrants that his execution
of this Agreement, his employment with Employer, and the performance of his
proposed duties under this Agreement shall not violate any obligations he may
have to any former employer (or other person or entity), including any
obligations with respect to proprietary or confidential information of any other
person or entity.  Employee agrees that he will not use for the
benefit of, or disclose to, Employer any confidential information belonging to
any former employer or other entity unless he has written permission from the
employer or entity to do so (or unless Employer has been granted such
permission).

      


      3.  Compensation
and Benefits.

      


      (a)  Compensation.  In
consideration of the services to be rendered under this Agreement, Employer
shall pay Employee as base compensation a salary of $150,000 each year or Twelve
Thousand Five Hundred Dollars ($12,500.00) per month, payable monthly, pursuant
to the Employer’s payroll procedures regularly established and as they may be
amended.   The Employee’s base salary shall be reviewed annually
by the Board of Directors of Employer.

      


      (b)  Benefits.  Except
as otherwise provided in this Section, upon eligibility, Employee shall be
entitled to four (4) weeks of vacation, in addition to approved holidays during
each 12-month period earned pro-rata throughout the year, in accordance with
Employer’s standard policies.  As Employee becomes eligible, he shall
have the right to participate in and to receive benefits from all present and
future benefit plans adopted by Employer, specified in Employer's policies and
generally made available to similarly situated employees of
Employer.  The amount and extent of benefits to which Employee is
entitled shall be governed by the specific benefit plan, as
amended.  No statement concerning benefits or compensation to which
Employee is entitled shall alter in any way the term of this Agreement, any
renewal thereof, or its termination.

       

      (c)      Medical,
Dental, Life and Disability Insurance.  During the term of this
Agreement, the Corporation will pay all scheduled premiums on the insurance and
disability policies currently maintained by the Employee and identified on
Exhibit A attached hereto.

      


      (d)    Expenses.  Employer
shall reimburse Employee for reasonable travel and other business expenses
incurred by Employee in the performance of his duties, in accordance with
Employer's policies, as they may be amended in Employer's sole
discretion.

      


      (e)  Automobile.  While
employed by Employer, the Employer shall pay reasonable related costs of
operating and maintaining a vehicle, and shall reimburse the Employee for any
other automobile related costs if paid by Employee within ten days of the
Employer’s receipt of an itemized statement with respect thereto.

      


      (f)   Post-Termination
Payments.  In the event of the involuntary termination by the Employer
of the Employee’s employment hereunder, under the initial term or any renewal
period, other than (a) termination in the event of the death or disability of
the Employee, or (b) for cause pursuant to the Section 5, then the Employee
shall be entitled to post-termination payment equal to 100% of his base salary
at the time of such termination for a period of 36 months minus the months
actually employed and paid under the initial term, and, for any renewal period,
for a period of 12 months minus the months actually employed and paid during
such renewal period.   Post-termination payments shall be paid
monthly commencing the month after the month in which the termination
occurs.

      


      (g)    Change
in Control Benefits.

      


      (a)      If,
during the term of this Agreement, (x) there shall occur a Change of Control of
the Employer (as defined in Section 3(j)(b)), and (y) the Employee is not
employed by the Employer
after the Change of Control in a position of responsibility, with a level of
compensation at least as favorable as immediately prior to the Change of
Control, the Employee may terminate his employment hereunder at any time during
the term of this Agreement in which case he shall be entitled to receive
post-termination payments as set forth in Section 3(i), including any bonuses,
if any.  In addition, if during the term of this Agreement there shall
occur a Change of Control (as defined in Section 3(j)(b)) and the Employee’s
employment is terminated involuntarily by the person or persons who cause the
Change of Control, the Employee shall become entitled to receive the
post-termination payments as set forth in Section 3(i), including any bonus, if
any.

      


      (b)     For
purposes hereof, the term "Change of Control" shall be deemed to occur
upon:

      


      
        	
                (i)  

              	
                the
      sale of all or substantially all of the Employer’s
  assets:

              


      

      


      
        	
                (ii)  

              	
                a
      merger or consolidation of Employer with one or more corporations or
      entities as a result of which the Employer’s voting securities outstanding
      immediately before such merger or consolidation represent less than 50% of
      the combined voting power of voting

              


      

      


      securities
of the Employer or the surviving entity outstanding immediately after such
merger or consolidation; or

      


      
        	
                (iii)  

              	
                any
      “person”, as such term is used in Section 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
      persons acting in concert (other than Robert Matthews, Employee;) become
      the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act,
      or any successor rule or regulation thereto as in effect from time to
      time), directly or indirectly, of the Employer’s securities representing
      50% or more of the combined voting power of the Employer’s then
      outstanding securities, whether pursuant to a merger of the Employer in
      which the Employer is the surviving corporation, an acquisition of
      securities or otherwise; provided, however, that no Change in Control
      shall be deemed to occur as a result of the issuance of securities to any
      person solely in connection with a financing of the
    Employer.

              


      

      


      (C)    All
compensation and comparable payments in any form to be paid to Employee under
this Agreement shall be less withholdings required by law.

      


      4.  Termination
of Employment.

      


      (a)  By
Death.  The Period of Employment shall terminate automatically upon
the death of Employee.  Employer shall pay to Employee's beneficiaries
or estate, as appropriate, any compensation then due and owing, including
payment for accrued unused vacation, expense reimbursement, if any, and any
other benefits provided hereunder, including without limitation the
exercisability of any exercisable options held by the
Employee.  Thereafter, all obligations of Employer under this
Agreement shall cease.  Nothing in this Section shall affect any
entitlement of Employee's heirs to the benefits of any life insurance plan or
other applicable benefits.

      


      (b)  By
Disability.  If, by reason of any physical or mental incapacity,
Employee has been or will be prevented from properly performing his duties under
this Agreement for more than sixty (60) consecutive business days in any one (1)
year period, then, to the extent permitted by law, Employer may terminate the
Period of Employment upon ten (10) days' advance written
notice.   Termination by disability shall be determined by a
physician selected by the Board of Directors.  If such physician is
unable to schedule an appointment with Employee within ten days of physician’s
written request, the Board of Directors is authorized to determine whether
disability of Employee has occurred at its sole discretion.  Employer
shall pay Employee all compensation to which he is entitled up through the last
business day of the notice period, including payment for accrued unused
vacation, expense reimbursement, if any, and any other benefits provided
hereunder, including without limitation the exercisability of any exercisable
option held by the Employee; thereafter, all obligations of Employer under this
Agreement shall cease.  Nothing in this Section shall affect
Employee's rights under any applicable Employer disability plan.

      


      


      (c)  By
Employer Not For Cause.  At any time, Employer may terminate Employee
without Cause (as defined below) by providing Employee sixty (60) days' advance
written notice.  Employer shall have the option, in its complete
discretion, to terminate Employee at any time prior to the end of such notice
period, provided Employer pays Employee all compensation and benefits due and
owing, including payment for accrued unused vacation, expense reimbursement, and
any other benefits through the last day actually worked, plus an amount equal to
the base salary Employee would have earned through the balance of the above
notice period and all post-termination payments due as set forth in Sections
3(k); thereafter, all of Employer's obligations under this Agreement shall
cease.

      


      (d)  By
Employer For Cause.  At any time, and upon ten days written
notification to Employee, and if curable and not cured within such ten-day
notification period, Employer may terminate Employee for
Cause.  Employer shall pay Employee all compensation then due and
owing, including payment for accrued unused vacation, expense reimbursement, if
any, and any other benefits provided hereunder, thereafter, all of Employer's
obligations under this Agreement shall cease.  Termination shall be
for "Cause" if:  (i) Employee acts in bad faith, which causes material
damage or potential material damage to the Employer, and to the detriment of
Employer; (ii) Employee refuses or fails to act in accordance with any specific
written direction or order of the Board more than once; (iii) Employee exhibits
in regard to his employment material misconduct, or dishonesty, habitual neglect
or incompetence; (iv) Employee is convicted of a crime involving dishonesty,
breach of trust, or physical or emotional harm to any person; (v) Employee
breaches any material term of this Agreement.

      


      If
termination is due to Employee's disability, Section 4(b) above shall control,
and not this subsection on termination for Cause.  The Employee’s
employment may be terminated by Employer only by the affirmative vote of a
majority of the members of the Board of Directors of the Corporation then
holding office (without counting any vote of the Employee whose services are
sought to be terminated).

      


      (e)  By
Employee Not for Cause.  At any time, Employee may terminate his
employment for any reason, with or without cause, by providing Employer sixty
(60) days' advance written notice.  Employer shall have the option, in
its complete discretion, to make Employee's termination effective at any time
prior to the end of such notice period, provided Employer pays Employee all
compensation due and owing through the last day actually worked, plus an amount
equal to the base salary Employee would have earned through the balance of the
above notice period, not to exceed sixty (60) days, including payment for
accrued unused vacation, expense reimbursement, if any, and any other benefits
provided hereunder, thereafter, all of Employer's obligations under this
Agreement shall cease.

      


      (f)
Change in Employer
Status.    To  the  extent  permitted  by  law,  Employer,  in  its
sole discretion may terminate the Period of Employment (in which case all of
Employer's obligations under this Agreement shall cease after payment of all
compensation due and owing, including payment for accrued unused vacation,
expense reimbursement and other amounts he may be entitled to), upon the
Employer’s Board of Directors adopting a resolution to terminate Employer's
existence or otherwise wind up its affairs.

      


      (g)  Termination
Obligations.

      


         (i)  Employee
agrees that all property, including, without limitation, all equipment, tangible
Proprietary Information (as defined below), documents, books, records, reports,
notes, contracts, lists, computer disks (and other computer-generated files and
data), and copies thereof, created on any medium and furnished to, obtained by,
or prepared by Employee in the course of or incident to his employment relating
to Employer’s business, belongs to Employer and shall be returned promptly to
Employer upon termination of the Period of Employment.

      


          (ii)  Upon
termination of the Period of Employment, Employee shall be deemed to have
resigned from all offices and directorships then held with Employer or any
Affiliate.

      


         (iii)
The representations and warranties contained in this Agreement and Employee's
obligations under this Section 4(g) on Termination Obligations, Section 5 on
Proprietary Information, and Section 6 on Inventions and Ideas shall survive the
termination of the Period of Employment and the expiration of this
Agreement.

      


         (iv)
Following any termination of the Period of Employment, Employee shall reasonably
cooperate, at Employer’s sole expense, with Employer in all matters relating to
the winding up of pending work that he has knowledge of on behalf of Employer
and the orderly transfer of work to other employees of
Employer.  Employee shall also reasonably cooperate at
Employee’s consent in the defense of any action brought by any third party
against Employer that relates in any way to Employee's acts or omissions while
employed by Employer, and the Employer shall be solely liable for the travel and
lodging expenses incurred by the Employee in connection therewith.

      


      5.  Proprietary
Information.

      


      (a)  Defined.  "Proprietary
Information" is all information and any idea in whatever form, tangible or
intangible, pertaining in any manner to the business of Employer, or any
Affiliate, or its employees, clients, consultants, or business associates, which
was produced by any employee of Employer in the course of his or her employment
or otherwise produced or acquired by or on behalf of Employer.  All
Proprietary Information not generally known outside of Employer's organization,
and all Proprietary Information so known only through improper means, shall be
deemed "Confidential Information."  Without limiting the foregoing
definition, Proprietary and Confidential Information shall include, but not be
limited to:  (i) formulas, teaching and development techniques,
processes, trade secrets, computer programs, electronic codes, inventions,
improvements, and research projects;  (ii) information about costs,
profits, markets, sales, and lists of customers or clients;  (iii)
business, marketing, and strategic plans; and (iv) employee personnel files and
compensation information.  Employee should consult any Employer
procedures instituted to identify and protect certain types of Confidential
Information, which are considered by Employer to be safeguards in addition to
the protection provided by this Agreement.  Nothing contained in those
procedures or in this Agreement is intended to limit the effect of the other,
unless such information becomes public.

      


      (b)  General
Restrictions on Use.  During the Period of Employment, Employee shall
use Proprietary Information, and shall disclose Confidential Information, only
for the benefit of Employer and as is necessary to carry out his
responsibilities under this Agreement.  Following termination or until
confidential information becomes part of the public domain, Employee shall
neither, directly or indirectly, use any Proprietary Information nor disclose
any Confidential Information, except as expressly and specifically authorized in
writing by Employer.  The publication of any Proprietary Information
through literature or speeches must be approved in advance in writing by
Employer.

      


      (c)  Location
and Reproduction.  Employee shall maintain at his office and/or any
other place under his control only such Confidential Information as he has a
current "need to know."  Employee shall return to the appropriate
person or location or otherwise properly dispose of Confidential Information
once that need to know no longer exists.  Employee shall not make
copies of or otherwise reproduce Confidential Information unless there is a
legitimate business need for reproduction.

      


      (d)  Prior
Actions and Knowledge.  Employee represents and warrants that from the
time of his first contact with Employer, he has held in strict confidence all
Confidential Information and has not disclosed any Confidential Information,
directly or indirectly, to anyone outside of Employer, or used, copied,
published, or summarized any Confidential Information, except to the extent
otherwise permitted in this Agreement.

      


      (e)  Third-Party
Information.  Employee acknowledges that Employer has received and in
the future will receive from third parties their confidential information
subject to a duty on Employer's part to maintain the confidentiality of this
information and to use it only for certain limited purposes.  Employee
agrees that he owes Employer and these third parties, during the Period of
Employment and thereafter as required under any third party agreements, a duty
to hold all such confidential information in the strictest confidence and not to
disclose or use it, except as necessary to perform his obligations hereunder and
as is consistent with Employer's agreement with third parties.

      


      (f)  Competitive
Activity.  Employee acknowledges and agrees that the pursuit of the
activities forbidden by this subsection would necessarily involve the use or
disclosure of Confidential Information in breach of the preceding subsections,
but that proof of such a breach would be extremely difficult.  To
forestall this disclosure, use, and breach, and in consideration of the
employment under this Agreement, Employee agrees that for a period of two years
after termination of the Period of Employment, he shall not, directly or
indirectly, (i) divert or attempt to divert from Employer (or any Affiliate) any
business of any kind in which it is engaged; (ii) employ or recommend for
employment any person employed by Employer (or any Affiliate); or (iii) engage
in any business activity that is competitive with Employer (or any Affiliate) in
any state where Employer conducts its business, unless Employee can prove that
any action taken in contravention of this subsection was done without the use in
any way of Confidential Information.

       

      (g)  Interference
with Business.  In order to avoid disruption of Employer's business,
Employee agrees that for a period of one (1) year after termination of the
Period of Employment, he shall not, directly or indirectly, (i) solicit any
customer of Employer (or any Affiliate) known to Employee during the Period of
Employment to have been a customer for any business that could be deemed to be
competitive with the business conducted by the Employer; or (ii) solicit for
employment any person employed by Employer (or any Affiliate).

      


      6.  Inventions
and Ideas.

      


      (a)  Defined;  Statutory
Notice.  The term "Invention/Idea" includes any and all ideas,
processes, trademarks, service marks, inventions, technology, computer hardware
or software, original works of authorship, designs, formulas, discoveries,
patents, copyrights, products, and all improvements, know-how, rights, and
claims related to the foregoing that are conceived, developed, or reduced to
practice by Employee, alone or with others, during the Period of Employment,
except to the extent that California Labor Code Section 2870 lawfully prohibits
the assignment of rights in such intellectual property.

      


      Employee
acknowledges that he understands that this definition is limited by California
Labor Code Section 2870, which provides:

      


          “(a)  Any
provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in an invention to his or
her employer shall not apply to an invention that the employee developed
entirely on his or her own time

      without
using the employer's equipment, supplies, facilities, or trade secret
information except for those inventions that either:

      


                (1)
Relate at the time of conception or reduction to practice of the invention to
the employer's business, or actual or demonstrably anticipated research or
development of the employer; or

      


      (2) Result from any work performed by
the employee for the employer.

      


          (b)  To
the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and is unenforceable."

      


      Nothing
in this Agreement is intended to expand the scope of protection provided
Employee by Sections 2870 through 2872 of the California Labor
Code.

      


      (b)  Disclosure.  Employee
shall maintain adequate and current written records on the development of all
Invention/Ideas and shall disclose promptly to Employer all Invention/Ideas and
relevant records, which records will remain the sole property of
Employer.  Employee agrees that all information and records pertaining
to any idea, process, trademark, service mark, invention, technology, computer
hardware or software, original work of authorship, design, formula, discovery,
patent, copyright, product, and all

      


      improvements,
know-how, rights, and claims related to the foregoing ("Intellectual Property"),
that Employee does not believe to be an Invention/Idea, but that is conceived,
developed, or reduced to practice by Employee (alone or with others) during the
Period of Employment, shall be disclosed promptly to Employer (such disclosure
to be received in confidence).  Employer shall examine such
information to determine if in fact the Intellectual Property is an
Invention/Idea subject to this Agreement.

      


      (c)  Assignment.  Employee
agrees to, and hereby does, assign to Employer his entire right, title, and
interest (throughout the United States and in all foreign countries), free and
clear of all liens and encumbrances, in and to each Invention/Idea, which shall
be the sole property of Employer, whether or not patentable.  In the
event any Invention/Idea is deemed by Employer to be patentable or otherwise
registrable, Employee shall reasonably assist Employer at its expense in
obtaining its patent or other applicable registrations thereon and shall execute
all documents and do all other things necessary or proper thereto (including
testifying at Employer's expense) and to vest Employer, or any entity or person
specified by Employer, with full and perfect title thereto or interest
therein.  Employee shall also take any reasonable action necessary or
advisable in connection with any continuations, renewals, or reissues thereof or
in any related proceedings or litigation.  In the event Employer is
unable to secure Employee's signature on any document necessary to apply for,
prosecute, obtain, or enforce any patent, copyright, or other right or
protection relating to any Invention/Idea, whether due to Employee's mental or
physical incapacity or any other cause, Employee irrevocably designates and
appoints Employer and each of its duly authorized officers as Employee's agent
and attorney-in-fact, to act for and in Employee's behalf and stead and to
execute and file any such document, and to do all other lawfully permitted acts
to further the prosecution, issuance, and enforcement of patents, copyrights, or
other rights or protections with the same force and effect as if executed,
delivered, and/or done by Employee.

      


      (d)  Exclusions.  Employee
represents that there are no Invention/Ideas that he desires to exclude from the
operation of this Agreement.  To the best of Employee's knowledge,
there is no existing contract in conflict with this Agreement and there is no
contract to assign any Intellectual Property that is now in existence between
Employee and any other person or entity.

      


      7.  Notices.  Any
notice or other communication under this Agreement must be in writing and shall
be effective upon delivery by hand, upon receipt of delivery by overnight
delivery service, upon facsimile transmission (but only upon receipt by a
sending party of a written confirmation of receipt), or three (3) business days
after deposit in the United States mail, postage prepaid, certified or
registered, and addressed to Employer or to Employee at the corresponding
address or fax number (if any) below.  Employee shall be obligated to
notify Employer in writing of any change in his address.  Notice of
change of address shall be effective only when done in accordance with this
Section.

       

      Employer's
Notice Address:

      


           ATTN:  President

           Legacy
Systems, Inc.

           4160
Technology Drive, Suite B

           Fremont,
California  94538

           Fax
Number:  510-651-9444

       

      Employee's
Notice Address:

      


           Robert
Matthews

           5394
Coach Drive

           Richmond,
CA 94803

       

      8.  Action
by Employer.  All actions required or permitted to be taken under this
Agreement by Employer, including, without limitation, exercise of discretion,
consents, waivers, and amendments to this Agreement, shall be made and
authorized only by the Board of Directors of the Employer, or by its
representative specifically authorized in writing to fulfill these obligations
under this Agreement.

      


      9.  Integration.  This
Agreement is intended to be the final, complete, and exclusive statement of the
terms of Employee's employment by Employer.  This Agreement supersedes
all other prior and contemporaneous agreements and statements, whether written
or oral, express or implied, pertaining in any manner to the employment of
Employee, and it may not be contradicted by evidence of any prior or
contemporaneous statements or agreements.  To the extent that the
practices, policies, or procedures of Employer, now or in the future, apply to
Employee and are inconsistent with the terms of this Agreement, the provisions
of this Agreement shall control.

      


      10.  Amendments;
Waivers.  This Agreement may not be amended except by an instrument in
writing, signed by each of the parties.  No failure to exercise and no
delay in exercising any right, remedy, or power under this Agreement shall
operate as a waiver

      thereof,
nor shall any single or partial exercise of any right, remedy, or power under
this Agreement preclude any other or further exercise thereof, or the exercise
of any other right, remedy, or power provided herein or by law or in
equity.

      


      11.  Assignment;
Successors and Assigns.  Employee agrees that he will not assign,
sell, transfer, delegate, or otherwise dispose of, whether voluntarily or
involuntarily, or by operation of law, any rights or obligations under this
Agreement.  Any such purported assignment, transfer, or delegation
shall be null and void.  Nothing in this Agreement shall prevent the
consolidation of Employer with, or its merger into, any other entity, or the
sale by Employer of all or substantially all of its assets, or the otherwise
lawful assignment by Employer of any rights or obligations under this Agreement,
provided that in any such  transaction this Agreement and all of the
rights and obligations of the Employer and

      


      Employee
are expressly assumed in writing by any successor or other party to any of the
foregoing transactions.  Subject to the foregoing, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective heirs, legal representatives, successors, and permitted assigns, and
shall not benefit any person or entity other than those specifically enumerated
in this Agreement.

      


      12.  Severability.  If
any provision of this Agreement, or its application to any person, place, or
circumstance, is held by a court of competent jurisdiction to be invalid,
unenforceable, or void, such provision shall be enforced to the greatest extent
permitted by law, and the remainder of this Agreement and such provision as
applied to other persons, places, and circumstances shall remain in full force
and effect.

      


      13.  Governing
Law.  This Agreement and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of
California,
determined without regard to conflicts of law principles.  All
parties hereto (i) agree that any legal suit, action or proceeding arising out
of or relating to this Agreement shall be instituted only in the Superior Court
of the State of California for the County of Alameda, (ii) waive any objection
which they may now or hereafter have to the laying of the venue of any such
suit, action or proceeding, and (iii) irrevocably submit to the exclusive
jurisdiction of such California state court in any such suit, action or
proceeding, but such consent shall not constitute a general appearance or be
available to any other person who is not a party to this
Agreement.  All parties hereto agree that the mailing of any process
in any suit, action or proceeding in accordance with the notice provisions of
this Agreement shall constitute personal service thereof.

      


      14.  Interpretation.  This
Agreement shall be construed as a whole, according to its fair meaning, and not
in favor of or against any party.  By way of example and not in
limitation, this Agreement shall not be construed in favor of the party
receiving a benefit nor against the party responsible for any particular
language in this Agreement.  Captions are used for reference purposes
only and should be ignored in the interpretation of the Agreement.

      


      
        	
                15.  

              	
                Counterparts.  This
      Agreement may be executed in several counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same
      instrument.  In addition, this Agreement may contain more than
      one counterpart of the signature page and this Agreement may be executed
      by the affixing of such signature pages executed by the parties to one
      copy of the Agreement; all of such counterpart signature pages shall be
      read as though one, and they shall have the same force and effect as
      through all of the singers had signed a single signature
    page.

              


      

      


      16.   Amendments.  This
Agreement may not be amended except in a writing signed by all of the parties
hereto.

      


      
        	
                16.  

              	
                Employee
      Acknowledgment.  Employee acknowledges that he has had the
      opportunity to consult legal counsel in regard to this Agreement, that he
      has read and understands this Agreement, that he is fully aware of its
      legal effect, and that he has entered into it freely and voluntarily and
      based on his own judgment and not on any representations
  or

              


      

      


      promises
other than those contained in this Agreement.  Employee specifically
acknowledges that he has received notice of his statutory rights under Section
2870 of the California Labor Code, as set forth in the above Section 6 on
Inventions and Ideas.

       

      The
parties have duly executed this Agreement as of the date first written
above.

      


      


        Employee

      


      


        
/s/ Robert Matthews

         Robert
Matthews

      


       

      


         Legacy
Systems, Inc.

      


      


        
/s/ Robert R.
Matthews

         By:  Robert
R. Matthews

         Its:  President