Exhibit 10.4


    

      EMPLOYMENT
        AGREEMENT

      


      EMPLOYMENT
        AGREEMENT (this “Agreement”), effective as of August 12, 2005 (“Effective
        Date”), between Oblio Telecom, Inc., a Delaware corporation (the “Company”),
        which is wholly-owned by Ventures-National Incorporated, a Utah corporation
        (“Parent”) and Sammy Jibrin (the “Employee”).

      


      WHEREAS,
        the Board of Directors of the Company (the “Board”) has determined that it is in
        the best interests of the Company and its shareholders to employ the Employee
        in
        the position set forth below, and the Employee desires to serve in that
        capacity.

      


      NOW,
        THEREFORE, in consideration of the foregoing premises, the Company and Employee
        hereby agree as follows:

      


      1.     Employment
        Period.
        The
        Company shall employ the Employee, and the Employee shall serve the Company,
        on
        the terms and conditions set forth in this Agreement, for the period commencing
        on the date hereof and three years after such date (the “Initial Term” and,
        together with any subsequent term of Employment, the “Employment Period”);
        provided that the term of employment hereunder will automatically be renewed
        for
        successive one-year terms (each such term a “Renewal Term”) unless either party
        shall, at least 30 days before such date, provide written notice to the other
        party that the Employment Period will not be extended.

      


      2.     Position
        and Duties.

      


      (a)     The
        Employee shall serve as Chief Executive Officer of the Company, reporting
        to the
        Board, with such duties and responsibilities as are customarily assigned
        to such
        position, and such other duties and responsibilities not inconsistent therewith
        as may be assigned to him from time to time by the Board.

      


      (b)     During
        the Employment Period, and excluding any periods of vacation and sick leave
        to
        which the Employee is entitled, the Employee shall devote his full-time efforts
        to the business and affairs of the Company and use his best efforts to carry
        out
        such responsibilities faithfully and efficiently. It shall not be considered
        a
        violation of the foregoing for the Employee to (i) serve on corporate, civic
        or
        charitable boards or committees, (ii) deliver lectures or fulfill speaking
        engagements, (iii) manage personal investments, (iv) engage in other business
        activities, so long as such activities do not materially interfere with the
        performance of his responsibilities as an employee of the Company in accordance
        with this Agreement or violate the provisions of Section 8 of this
        Agreement.

      


      (c)     Employee
        shall not be required to change his domicile to perform his duties. 
        Telecommuting is permitted when away from the office on vacation or business
        travel; from his place of residence; when on personal business; however while
        in
        the Dallas area, Executive will report to the office a minimum of four (4)
        days
        per week.

      


      3.     Compensation.

      


      (a)     Base
        Salary.
        During
        the first contract year of the Initial Term, the Employee shall receive an
        annual base salary (the “Annual Base Salary”) of $175,000. Employee will receive
        an annual salary review by the Board, or an authorized committee thereof,
        on
        each anniversary of the Effective Date. The Annual Base Salary shall be payable
        in accordance with the Company’s payroll practices as in effect from time to
        time. The Board or an authorized committee thereof may increase the Annual
        Base
        Salary above the foregoing amounts at its discretion.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)     Bonus.
        To the
        extent permitted in that certain Credit and Security Agreement, dated as
        of
        August 12, 2005 among the Company, each of its direct and indirect subsidiaries
        signatory thereto, and CAPITALSOURCE FINANCE LLC, a Delaware limited liability
        company, in addition to the Annual Base Salary, the Employee shall be entitled
        to an annual bonus based upon the Company’s EBIDTA (the “Bonus”). Not later than
        July 22 of each year during the Employment Period, the Company’s Chief Financial
        Officer shall prepare and deliver to the Employee a certificate (the “CFO
        Certificate”) setting forth a calculation of the Company’s net earnings, before
        depreciation, interest, taxes and amortization for the twelve full months
        ending
        on May 31 of such year (“Annual EBIDTA”). In the event the Annual EBIDTA shall
        equal or exceed the target EBIDTA as set forth below, the Employee shall
        be
        entitled to receive a cash bonus as set forth on Schedule I hereto. The Bonus
        amount shall be due and payable to the Employee within 30 days of the date
        of
        the CFO Certificate.

      


      Year   
        Target

      Ended   EBIDTA

      


      August
        31, 2006  $11,500,000

      August
        31, 2007  $14,250,000

      August
        31, 2008  $16,250,000

      


      For
        Renewal Terms, if any, the target EBIDTA and amount of bonus payable shall
        be
        negotiated in good faith between the Company and the Employee.

      


      (c)     Benefits.
        During
        the Employment Period, the Employee and the Employee’s direct family shall be
        entitled to participate in all benefit programs of the Company or Parent
        provided to executives of similar rank, including, but not limited to, health
        insurance coverage, as well as all welfare benefit plans, practices, policies
        and programs provided by the Company or Parent, including, but not limited
        to
        any comprehensive dental plan, retirement plans and profit sharing programs
        the
        Company or Parent may provide to other employees from time to time.


      


      (d)     Expenses.
        During
        the Employment Period, the Employee shall be entitled to receive prompt
        reimbursement for all reasonable expenses incurred by the Employee in carrying
        out the Employee’s duties under this Agreement, provided that the Employee
        complies with the policies, practices and procedures of the Company for
        submission of expense reports, receipts and similar documentation of such
        expenses.

      


      (e)     Vacation.
        During
        the Employment Period, the Employee shall be entitled to paid vacation and
        other
        fringe benefits, in each case on such terms and conditions as are determined
        by
        the Board or authorized committee thereof and set forth on Schedule II
        hereto.

      


      
        
          
          

        

        
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      4.     Termination
        of Employment.

      


      (a)     Death
        or Disability.
        The
        Employee’s employment shall terminate automatically upon the Employee’s death
        during the Employment Period. The Company shall be entitled to terminate
        the
        Employee’s employment because of the Employee’s Disability during the Employment
        Period. “Disability” means that (i) the Employee has been unable, for a period
        of six months, or for a total of sixty (60) days in any given one year period,
        to perform the Employee’s duties under this Agreement, as a result of physical
        or mental illness or injury, and (ii) a physician selected by the Company
        or its
        insurers, and acceptable to the Employee or the Employee’s guardian or legal
        representative, has determined that the Employee’s incapacity is total and
        permanent. A termination of the Employee’s employment by the Company for
        Disability shall be communicated to the Employee by written notice, and shall
        be
        effective on the 30th day after receipt of such notice by the Employee (the
        “Disability Effective Date”), unless the Employee is able to, and does, return
        to full-time performance of the Employee’s duties before the Disability
        Effective Date.

      


      (b)     By
        the Company.

      


      (A)    The
        Company may terminate the Employee’s employment during the Employment Period for
        Cause or without Cause. “Cause” means:

      


      (i)     Employee
        having, in the reasonable judgment of the Company, committed an act which
        if
        prosecuted and resulting in a conviction would constitute a fraud, embezzlement,
        or any felonious offense (specifically excepting simple misdemeanors not
        involving acts of dishonesty and all traffic violations);

      


      (ii)    the
        Employee’s theft, embezzlement, misappropriation of or intentional and malicious
        infliction of damage to the Company’s property or business
        opportunity;

      


      (iii)   
the
        Employee’s repeated abuse of alcohol, drugs or other substances as determined by
        an independent medical physician; or

      


      (iv)     the
        Employee’s engagement in gross dereliction of duties, refusal to perform
        assigned duties consistent with his position, his knowing and willful breach
        of
        any material provision of this Agreement continuing after written notice
        from
        the Company or repeated violation of the Company’s written policies after
        written notice.

      


      (B)     A
        termination of the Employee’s employment by the Company for Cause shall be
        effectuated by giving the Employee written notice (“Notice of Termination for
        Cause”) of the termination, setting forth the conduct of the Employee that
        constitutes Cause. Termination of employment by the Company for Cause shall
        be
        effective on the date when the Notice of Termination for Cause is given,
        unless
        the notice sets forth a later date (which date shall in no event be later
        than
        60 days after the notice is given). Employee will be immediately advised
        of any
        allegations of conduct covered by clause (A) above and will be provided a
        period
        of fifteen (15) days from the date of the written notice to defend himself
        against such allegations and to take any appropriate remedial action. If
        Employee shows that the allegations are untrue or takes appropriate remedial
        action to address the allegations, the Company will not terminate the Employee’s
        employment for Cause.

      


      
        
          
          

        

        
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      (C)     A
        termination of the Employee’s employment by the Company without Cause shall be
        effected by giving the Employee written notice of the termination at least
        6
        months (180 days) prior to the termination date.

      


      (c)     By
        the
        Employee.

      


      (A)    The
        Employee may terminate employment with or without Good Reason. “Good Reason”
        means:

      


      (i)     the
        assignment to the Employee of any duties inconsistent in any respect with
        paragraph (a) of Section 2 of this Agreement, other than actions that are
        not
        taken in bad faith and are remedied by the Company within thirty (30) days
        after
        receipt of notice thereof from the Employee;

      


      (ii)    any
        failure by the Company to comply with any provision of Section 3 of this
        Agreement, other than failures that are not taken in bad faith and are remedied
        by the Company within thirty (30) days after receipt of notice thereof from
        the
        Employee;

      


      (iii)   
the
        occurrence of a Non-Negotiated Change in Control of the Company (as defined
        below); or

      


      (iv)     the
        Company’s material breach of this Agreement

      


      For
        purposes of this Agreement, “Non-Negotiated Change in Control” means any one or
        more of the following occurrences:

      


      (x)     Any
        individual, corporation (other than the Company, any trustees or other
        beneficiary holding securities under any employee benefit plan of the Company,
        or any Company owned, directly or indirectly, by the stockholders of the
        Company
        in substantially the same proportions as their ownership of stock of the
        Company), partnership, trust, association, pool, syndicate, or any other
        entity
        or any group of persons acting in concert becomes the beneficial owner (within
        the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
        securities of the Company possessing more than fifty percent (50%) of the
        voting
        power for the election of directors of the Company;

      


      (y)     There
        shall be consummated any consolidation, merger, or other business combination
        involving the Company or the securities of the Company in which holders of
        voting securities of the Company immediately prior to such consummation own,
        as
        a group, immediately after such consummation, voting securities of the Company
        (or, if the Company does not survive such transaction, voting securities
        of the
        entity surviving such transaction) having less than fifty percent (50%) of
        the
        total voting power in an election of directors of the Company (or such other
        surviving corporation); or

      


      
        
          
          

        

        
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      (z)     There
        shall be consummated any sale, lease, exchange, or other transfer (in one
        transaction or a series of related transactions) of all, or substantially
        all,
        of the assets of the Company (on a consolidated basis) to a party which is
        not
        controlled by or under common control with the Company.

      


      (d)     A
        termination of employment by the Employee for Good Reason shall be effectuated
        by giving the Company written notice (“Notice of Termination for Good Reason”)
        of the termination, setting forth the conduct of the Company that constitutes
        Good Reason. A termination of employment by the Employee for Good Reason
        shall
        be effective on the fifth business day following the date when the Notice
        of
        Termination for Good Reason is given, unless the notice sets forth a later
        date
        (which date shall in no event be later than 30 days after the notice is
        given).

      


      (e)     A
        termination of the Employee’s employment by the Employee without Good Reason
        shall be effected by giving the Company written notice of the termination
        at
        least thirty (30) days prior to the termination date.

      


      (f)     Notwithstanding
        anything in this Agreement to the contrary, in no event will any amount which
        otherwise would be payable under or pursuant to this Agreement be payable
        to
        Employee to the extent such amount, together with all other amounts payable
        and
        benefits provided to Employee under or pursuant to this Agreement and/or
        under
        any other plan(s), agreements and/or arrangement(s) arising out of Employee’s
        employment relationship with Company and/or any direct or indirect subsidiary
        of
        Company (including without limitation any such amounts payable by any affiliate
        of Company or any acquirer of any of the stock or assets of Company or any
        affiliate of such acquirer), if paid to Employee, would result in Employee
        receiving an “excess parachute payment” for purposes of Section 280G of the
        Internal Revenue Code of 1986, as amended. The determination of whether a
        payment under or pursuant to this Agreement would result in Employee receiving
        an excess parachute payment (but for the provisions of this Section 4) shall
        be
        made by counsel for Company reasonably selected by Company and acceptable
        to
        Employee, after consultation with Company’s independent auditor

      


      (g)     No
        Waiver.
        The
        failure to set forth any fact or circumstance in a Notice of Termination
        for
        Cause or a Notice of Termination for Good Reason shall not constitute a waiver
        of the right to assert, and shall not preclude the party giving notice from
        asserting, such fact or circumstance in an attempt to enforce any right under
        or
        provision of this Agreement.

      


      (h)     Date
        of Termination.
        The
“Date of Termination” means the date of the Employee’s death, the Disability
        Effective Date, the date on which the termination of the Employee’s employment
        by the Company for Cause or by the Employee for Good Reason is effective,
        or the
        date on which the Company gives the Employee notice of a termination of
        employment without Cause or the Employee gives the Company notice of a
        termination of employment without Good Reason, as the case may be.

      


      
        
          
          

        

        
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      5.     Obligations
        of the Company upon Termination.

      


      (a)     Termination
        for Reasons Other Than for Cause, Death or Disability, or Good
        Reason.
        If,
        during the Employment Period, the Company terminates the Employee’s employment,
        for any reason other than for Cause, Death or Disability, or the Employee
        terminates his employment for Good Reason, the Company shall (i) pay the
        Employee’s accrued but unpaid portion of the Annual Base Salary (the “Accrued
        Obligations”) to the Employee in a lump sum in cash within thirty (30) days
        after the Date of Termination, (ii) continue to pay the Annual Base Salary
        and
        Bonus for the remainder of the Employment Period, and (iii) provide the benefits
        listed under Section 3 for the remainder of the Employment Period.

      


      (b) Termination
        as a Result of Employee’s Death or Disability.
        If the
        Employee’s employment is terminated by reason of the Employee’s death or
        Disability during the Employment Period, (i) the Company shall pay the Accrued
        Obligations to the Employee or the Employee’s estate or legal representative, as
        applicable, in a lump sum in cash within thirty (30) days after the Date
        of
        Termination, and (ii) the Company shall pay when originally due any Bonus
        due to
        the Employee, pro rated for the period until the Date of Termination, to
        the
        Employee or the Employee’s estate or legal representative.

      


      (c) Termination
        for Cause or Other than for Good Reason.
        If the
        Employee’s employment is terminated by the Company for Cause during the
        Employment Period, or if the Employee terminates his employment during the
        Employment Period other than for Good Reason, the Company shall pay Employee
        the
        Accrued Obligations.

      


      6.     Non-exclusivity
        of Rights.
        Nothing
        in this Agreement shall prevent or limit the Employee’s continuing or future
        participation in any plan, program, policy or practice provided by the Company
        or any of its affiliated companies for which the Employee may qualify, nor,
        subject to paragraph (f) of Section 4, shall anything in this Agreement limit
        or
        otherwise affect such rights as the Employee may have under any contract
        or
        agreement with the Company or any of its affiliated companies. Vested benefits
        and other amounts that the Employee is otherwise entitled to receive under
        any
        plan, policy, practice or program of, or any contract or agreement with,
        the
        Company or any of its affiliated companies on or after the Date of Termination
        shall be payable in accordance with such plan, policy, practice, program,
        contract or agreement, as the case may be, except as explicitly modified
        by this
        Agreement.

      


      7.     Covenant
        of Employee.

      


      (a)     Employee
        recognizes that the services to be performed by him pursuant to this Agreement
        are special, unique and extraordinary. The parties confirm that it is reasonably
        necessary for the protection of the Company’s goodwill that Employee agree, and
        accordingly, Employee does hereby agree and covenant (the “Covenant Not to
        Compete”), that Employee will not, directly or indirectly, except for the
        benefit of the Company:

      


      (i)    become
        an
        officer, director, more than 2% stockholder, partner, associate, employee,
        owner, proprietor, agent, creditor, independent contractor, co-venturer or
        otherwise, or be interested in or associated with any other corporation,
        firm or
        business engaged in the Territory (as hereinafter defined) in the same or
        any
        similar business competitive with that of the Company (including the Company’s
        present and future subsidiaries and affiliates) as such business shall exist
        on
        the day hereof and during the Employment Period; or

      


      
        
          
          

        

        
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      (ii)     solicit,
        cause or authorize, directly or indirectly, to be solicited for or on behalf
        of
        himself or third parties from parties who were customers of the Company
        (including the Company’s present and future subsidiaries and affiliates) at any
        time during the Employment Period, any business similar to the business
        transacted by the Company with such customer; or

      


      (iii)    accept
        or
        cause or authorize, directly or indirectly, to be accepted for or on behalf
        of
        himself or third parties, business from any such customers of the Company
        (including the Company’s present and future subsidiaries and affiliates) that is
        similar to the business transacted by the Company with such customer;
        or

      


      (iv)    solicit,
        or cause or authorize, directly or indirectly, to be solicited for employment
        for or on behalf of himself or third parties, any persons who were at any
        time
        during the Employment Period hereunder, employees of the Company (including
        the
        Company’s present and future subsidiaries and affiliates) (except for general
        solicitations made to the public at large); or

      


      (v)     employ
        or
        cause or authorize, directly or indirectly, to be employed for or on behalf
        of
        himself or third parties, any such employees of the Company (including the
        Company’s present and future subsidiaries and affiliates); or

      


      (vi)     use
        the
        tradenames, trademarks, or trade dress of any of the products of the Company
        (including the Company’s present and future subsidiaries and affiliates); or any
        substantially similar tradename, trademark or trade dress likely to cause,
        or
        having the effect of causing, confusion in the minds of manufacturers,
        customers, suppliers and retail outlets and the public generally.

      


      The
        solicitation or acceptance of orders outside the Territory for shipment to,
        or
        delivery in, any of part of the Territory shall constitute doing business
        in the
        Territory in violation of this Covenant.

      


      Employee
        acknowledges his intention that the Company shall have the broadest possible
        protection of the value of the business in the Territory consistent with
        public
        policy, and it will not violate the intent of the parties if any court should
        determine that, consistent with established precedent of the forum state,
        the
        public policy of such state requires a more limited restriction in geographical
        area or duration of the aforesaid covenant not to compete, contained in an
        appropriate decree. 

      


      (b)     The
        term
        of Employee’s Covenant Not to Compete with the Company as set forth in this
        Section 7, shall commence on the date of Employee’s last day of employment with
        the Company, pursuant to this Agreement or otherwise, regardless of the reason
        for the termination of such employment, and shall terminate two years
        thereafter. The term of this Covenant Not to Compete as it relates to Employee
        under this Section is referred to hereinafter as “Employee’s Term.”

      


      
        
          
          

        

        
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      (c)     The
        territory
        of this Agreement shall consist of all states in which the Company conducts
        business during the Employment Period (collectively, the
“Territory”).

      


      (d)     Breach
        by
        Employee of Covenant Not to Compete 

      


      (i)     The
        parties confirm that of primary importance to the Company is the agreement
        by
        Employee not to be an officer, director, stockholder, partner, associate,
        employee, owner, proprietor, agent, creditor, independent contractor,
        co-venturer or otherwise, or be interested in or associated with any other
        corporation, firm, business or entity which competes with the Company’s business
        during the Employment Period. The parties further confirm that damages resulting
        from a breach of the Covenant Not to Compete contained herein may be difficult
        to calculate and insufficient to remedy the injury resulting from such breach,
        particularly with respect to any ongoing or prospective breach. Accordingly,
        the
        Company shall be entitled, in addition to any other right and remedy it may
        have
        at law or in equity, to a preliminary and permanent injunction, without the
        posting of any bond or other security, enjoining or restraining Employee,
        as the
        case may be, from any violation or threatened violation of this Covenant
        Not to
        Compete. If any of the restrictions contained herein shall be deemed to be
        unenforceable by reason of the extent, duration or geographical scope thereof,
        or otherwise, then the court making such determination shall have the right
        to
        reduce such extent, duration, geographical scope, or other provisions hereof,
        and in its reduced form this Covenant Not to Compete shall then be enforceable
        in the manner contemplated hereby. 

      


      (ii)     Nothing
        contained in this Section shall be construed as prohibiting the Company from
        pursuing any other remedies available to it for any such breach or threatened
        breach, including recovery of damages and an equitable accounting of all
        earnings, profits and other benefits arising from such violation.

      


      8.     Confidentiality;
        Return of Property

      


      (a)     The
        Employee acknowledges that during the Employment Period he will receive
        confidential information from the Company, the Parent and subsidiaries of
        the
        Company (each a “Relevant Entity”). Accordingly, the Employee agrees that during
        the Employment Period and thereafter, the Employee and his affiliates shall
        not,
        except in the performance of his obligations to the Company hereunder or
        as may
        otherwise be approved in advance by the Company, directly or indirectly,
        disclose or use (except for the direct benefit of the Company) any confidential
        information that he may learn or has learned by reason of his association
        with
        any Relevant Entity. Upon termination of this Agreement, the Employee shall
        promptly return to the Company any and all properties, records or papers
        of any
        Relevant Entity, that may have been in his possession at the time of
        termination, whether prepared by the Employee or others, including, but not
        limited to, confidential information and keys. For purposes of this Agreement,
        “confidential information” includes all data, analyses, reports,
        interpretations, forecasts, documents and information concerning a Relevant
        Entity and its affairs, including, without limitation with respect to clients,
        products, policies, procedures, methodologies, trade secrets and other
        intellectual property, systems, personnel, confidential reports, technical
        information, financial information, business transactions, business plans,
        prospects or opportunities, (i) that the Company reasonably believes are
        confidential or (ii) the disclosure of which could be injurious to a Relevant
        Entity or beneficial to competitors of a Relevant Entity, but shall exclude
        any
        information that (x) the Employee is required to disclose under any applicable
        laws, regulations or directives of any government agency, tribunal or authority
        having jurisdiction in the matter or under subpoena or other process of law,
        (y)
        is or becomes publicly available prior to the Employee’s disclosure or use of
        the information in a manner violative of the second sentence of this Section
        8(a), or (z) is rightfully received by Employee without restriction or
        disclosure from a third party legally entitled to possess and to disclose
        such
        information without restriction (other than information that he may learn
        or has
        learned by reason of his association with any Relevant Entity). For purposes
        of
        this Agreement, “affiliate” means any entity that, directly or indirectly, is
        controlled by, or under common control with, the Employee. For purposes of
        this
        definition, the terms “controlled” and under common control with” means the
        possession, direct or indirect, of the power to direct or cause the direction
        of
        the management and policies of such person, whether through the ownership
        of
        voting stock, by contract or otherwise.

      


      
        
          
          

        

        
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      (b)     Injunction.
        Notwithstanding any other provisions of this Agreement, Employee acknowledges
        and agrees that in the event of a violation or threatened violation of any
        of
        the provisions of this Section 8, Employer shall have no adequate remedy
        at law
        and shall therefore be entitled to enforce each such provision by temporary
        or
        permanent injunctive or mandatory relief obtained in any court of competent
        jurisdiction without the necessity of proving damage or posting any bond
        or
        other security, and without prejudice to any other remedies that may be
        available at law or in equity.

      


      9.     Successors.

      


      (a)     This
        Agreement is personal to the Employee and, without the prior written consent
        of
        the Company, shall not be assignable by the Employee otherwise than by will
        or
        the laws of descent and distribution. This Agreement shall inure to the benefit
        of and be enforceable by the Employee’s legal representatives.

      


      (b)     This
        Agreement shall inure to the benefit of and be binding upon the Company and
        its
        successors and assigns.

      


      10.     Miscellaneous.

      


      (a)     This
        Agreement shall be governed by, and construed in accordance with, the laws
        of
        the State of Texas, without reference to principles of conflict of laws.
        The
        captions of this Agreement are not part of the provisions hereof and shall
        have
        no force or effect. This Agreement may not be amended or modified except
        by a
        written agreement executed by the parties hereto or their respective successors
        and legal representatives.

      


      (b)     All
        notices and other communications under this Agreement shall be in writing
        and
        shall be given by hand delivery to the other party or by registered or certified
        mail, return receipt requested, postage prepaid, addressed as
        follows:

      


      
        
          
          

        

        
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      If
        to the
        Employee: 

      


      Sammy
        Jibrin

      6325
        Murphy Road

      Garland,
        TX 75048

      


      


      If
        to the
        Company:

      


      Oblio
        Telecom, Inc.

      407
        International Parkway, Suite 403

      Richardson,
        TX 75081

      


      or
        to
        such other address as either party furnishes to the other in writing in
        accordance with this paragraph (b) of Section 10. Notices and communications
        shall be effective when actually received by the addressee.

      


      (c)     The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement.
        If any provision of this Agreement shall be held invalid or unenforceable
        in
        part, the remaining portion of such provision, together with all other
        provisions of this Agreement, shall remain valid and enforceable and continue
        in
        full force and effect to the fullest extent consistent with law.

      


      (d)     Notwithstanding
        any other provision of this Agreement, the Company may withhold from amounts
        payable under this Agreement all federal, state, local and foreign taxes
        that
        are required to be withheld by applicable laws or regulations.

      


      (e)     The
        failure of the Employee or the Company to insist upon strict compliance with
        any
        provision of, or to assert any right under, this Agreement shall not be deemed
        to be a waiver of such provision or right or of any other provision of or
        right
        under this Agreement.

      


      (f)     The
        Employee and the Company acknowledge that this Agreement supersedes any other
        agreement between them concerning the subject matter hereof.

      


      (g)     This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, and which together shall constitute one
        instrument.

      



      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Employee has hereunto set the Employee’s hand and, pursuant
        to the authorization of its Board, the Company has caused this Agreement
        to be
        executed in its name on its behalf, all as of the day and year first above
        written.

       

      
        	 	 	 
	 	OBLIO
                TELECOM, INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Daniel
                Guimond
	 	Chief
                Financial Officer


      

       

      
        	 	 	 
	 	EMPLOYEE
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Sammy
                Jibrin
	 	 


      

       

       

      
        
          
          

        

        
          -11-