EXHIBIT 10









 




EXHIBIT 10.43




 




EMPLOYMENT AGREEMENT




 




This Employment Agreement

(the “Agreement”) by and between COAD

SOLUTIONS, INC., a Texas Corporation (the “Company”), a wholly owned

subsidiary of DESIGN AUTOMATION SYSTEMS,

INC., and ROBERT BRIAN COHAN

(“Employee”) is hereby entered into and effective as of June 1, 1999.




 




RECITALS




 




The following statements are

true and correct:




 




As of the date of this

Agreement, the Company is engaged primarily in the business of providing

application management services and consulting.




 




Employee is employed

hereunder by the Company in a confidential relationship wherein Employee, in

the course of Employee’s employment with the Company, will be instrumental in

the development of the Company’s business and has and will continue to become

familiar with and aware of information as to the Company’s customers, specific

manner of doing business, including the processes, techniques and trade secrets

utilized by the Company, and future plans with respect thereto, all of which

has been and will be established and maintained at great expense to the

Company; this information is a trade secret and constitutes the valuable good

will of the Company.




 




Therefore, in consideration

of the mutual promises, terms, covenants and conditions set forth herein and

the performance of each, it is hereby agreed as follows:




 




AGREEMENTS




 




1.         Employment and Duties




 




(a)     The Company hereby employs Employee as

Vice-President of the Company.  As such,

Employee shall have the responsibilities, duties and authority reasonably accorded

to and expected of such position and such other executive duties as are

assigned to him and will report directly to the President of COAD SOLUTIONS,

INC. as may be agreed between the parties or from time to time.  Employee hereby accepts this employment upon

the terms and conditions herein contained and, subject to Section 1 (c), agrees

to devote such time, attention and efforts as are reasonably necessary to

promote and further the business of the Company.




 




(b)     Employee shall adhere to, execute and

fulfill all reasonable and uniformly applied policies established by the

Company.




 





























 




(c)     Employee shall not, during the term of

Employee’s employment hereunder, be engaged in any other business activity

pursued for gain, profit or other pecuniary advantage if such activity

interferes with Employee’s duties and responsibilities hereunder.  The foregoing limitations shall not be

construed as prohibiting Employee from making personal investments in such form

or manner as will neither require Employee’s services in the operation or

affairs of the companies or enterprises in which such investments are made nor

violate the terms of Section 3 hereof.




 




2.         Compensation.  For all services rendered by Employee,

the Company shall compensate Employee as follows:




 




(a)     Base Salary.  The base salary payable to Employee shall be

$120,000.00 per year, payable on a twice monthly basis on the 5th and 20th of

each month.




 




(b)     Incentive Bonus.  The Board of Directors will review

Employee’s performance and make increases to base salary and bonuses up to

$60,000.00 per year based upon attainment of MBO objectives, reviewed pursuant

to (C)(iv).




 




(c)     Executive Perquisites, Benefits and

Other Compensation.  Employee shall

be entitled to receive additional benefits and compensation from the Company in

such form and to such extent as specified below:




 




(i)                  Immediate admittance for

participation (without waiting period, pre-existing condition limitation or

other exception) of Employee under health, hospitalization, disability, dental,

life and other insurance plans that the Company may have in effect from time to

time, with the benefits provided to Employee under this clause (i) to be at

least equal to such benefits provided to key executives.




 




(ii)               Reimbursement for all

business travel and other out-of-pocket expenses reasonably incurred by

Employee in the performance of Employee’s services pursuant to this

Agreement.  All reimbursable expenses

shall be appropriately documented in reasonable detail by Employee upon

submission of any request for reimbursement, and in a format and manner

consistent with expense reporting policy of the Company.




 




(iii)            The Company may provide

Employee with other executive perquisites including annualized stock options in

DESIGN, the parent company of COAD SOLUTIONS, INC., as may be available to or

deemed appropriate for Employee by the Board of Directors of COAD and DESIGN

and participation 




 




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in all other Company-wide

employee benefits as available from time to time.




 




(iv)           All bonuses and annualized

stock options to be reviewed semi-annually.




 




3.         Non-Competition

Agreement




 




(a)     Employee will not, during the period of

Employee’s employment by or with the Company, and for a period of one (1) year

immediately following the termination of Employee’s employment under this

Agreement for any reason other than the expiration of its term or termination

by the Company without cause, directly or indirectly, for Employee or on behalf

of or in conjunction with any other person, persons, company, partnership,

corporation or business of whatever nature:




 




(i)                  call upon any person who is,

at that time, an employee of the Company in any capacity for the purpose or

with the intent of enticing such employee away from or out of the employ of the

Company; or




 




(ii)               call upon any person or

entity which is, at that time, or which has been, within one (1) year prior to

that time, a customer of the Company for the purpose of soliciting or selling

products or services in direct competition with the Company.




 




The foregoing covenant shall

not be deemed to prohibit Employee from acquiring as an investment not more

than three percent (3%) of the capital stock of a competing business whose

stock is traded on a national securities exchange or over-the-counter.  The foregoing covenant shall not be deemed

to prohibit Employee from any business practice authorized by the Board of

Directors.




 




(b)     Because of the difficulty of measuring

economic losses to the Company as a result of a breach of the foregoing

covenant, and because of the immediate and irreparable damage that could be

caused to the Company for which it would have no other adequate remedy,

Employee agrees that the foregoing covenant may be enforced by the Company in

the event of breach by Employee, by injunctions and restraining orders.




 




(c)     It is agreed by the parties that the

foregoing covenants in this Section 3 impose a reasonable restraint on Employee

in light of the activities and business of the Company on the date of the

execution of this Agreement; but it is also the intent of the Company and

Employee that such covenants be construed and enforced in accordance with the

changing activities, business and locations of the Company throughout the term

of this covenant, whether before




 




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or after the date of termination of the

employment of Employee.  For example,

if, during the term of this Agreement, the Company engage in new and different

activities, enter a new business or establish new locations for their current

activities or business in addition to or-other than the activities or business

enumerated under the Recitals above or the locations currently established

therefor, then Employee will be precluded from soliciting the customers or employees

of such new activities or business, except as specifically provided for herein.




 




(d)     The covenants in this Section 3 are

severable and separate, and the unenforceability of any specific covenant shall

not affect the provisions of any other covenant.  Moreover, in the event any court of competent jurisdiction shall

determine that the scope, time or territorial restrictions set forth are

unreasonable, then it is the intention of the parties that such restrictions be

enforced to the fullest extent which the court deems reasonable, and the

Agreement shall thereby be reformed.




 




4.         Place

of Performance




 




(a)     Employee’s duties shall be carried out in

Austin, Texas, except for traveling which may be involved in the ordinary

course of Employee’s duties.




 




(b)     The Employee may be asked to relocate at

the expense of the Company.




 




5.         Term; Termination Rights on

Termination.  The term of

this Agreement shall begin June 1, 1999 and shall continue thereafter on a

year-to-year basis on the same terms and conditions contained herein in effect

as of the time of renewal.  This

Agreement and Employee’s employment may be terminated in any one of the

following ways:




 




(a)     Death.  The death of Employee shall immediately terminate this Agreement

with no severance compensation due to Employee’s estate.  In the event of Employee’s death, Employee’s

estate shall be entitled to all Base Salary, bonus, stock options or other

incentives earned through the date of death.




 




(b)     Disability.  If, as a result of incapacity due to

physical or mental illness or injury, Employee shall have been absent from

full-time duties hereunder for two (2) consecutive months, then thirty (30)

days after receiving written notice (which notice may occur before or after the

end of such two (2) month period, but which shall not be effective earlier than

the last day of such two (2) month period), the Company may terminate

Employee’s employment hereunder provided Employee is unable to resume full-time

duties at the conclusion of such notice period.  Also, Employee may terminate Employee’s employment hereunder if




 




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Employee’s health should become impaired to

an extent that makes the continued performance of Employee’s duties hereunder

hazardous to Employee’s physical or mental health or life, provided that

Employee shall have furnished the Company with a written statement from a

qualified doctor to such effect and provided, further, that, at the Company’s

request made within thirty (30) days of the date of such written statement,

Employee shall submit to an examination by a doctor selected by the Company who

is reasonable acceptable to Employee or Employee’s doctor.  In the event this Agreement is terminated as

a result of Employee’s disability, Employee shall receive from the Company

sixty percent (60%) of the Base Salary at the rate then in effect for whatever

time period is remaining under the Term of this Agreement or for one (1) year,

whichever amount is less, payable at regular pay intervals.  The Company may satisfy this obligation

through provision of a disability policy covering Employee that meets the terms

of this Section, with the premiums for such policy being paid by Company.




 




(c)     Good Cause.  The Company may terminate the Agreement ten

(10) days after written notice to Employee for good cause, which shall

mean:  (1) Employee’s gross negligence

in the performance or intentional nonperformance (either of which continuing

for ten (10) days after receipt of written notice of need to cure) of any of

Employee’s material duties and responsibilities hereunder; (2) Employee’s

willful, material and irreparable breach of this Agreement; (3) Employee’s

willful dishonesty, fraud or misconduct with respect to the business or affairs

of the Company which materially and adversely affects the operations or

reputation of the Company; (4) Employee’s conviction of a felony crime; or (5)

chronic alcohol abuse or illegal drug abuse by Employee.  In the event of a termination for good cause,

as enumerated above, Employee shall have no right to any severance

compensation.




 




(d)     Without Cause.  At any time after the commencement of

employment, the Company or Employee may, without cause, terminate this

Agreement and Employee’s employment, effective thirty (30) days after written

notice is provided to the Company or to the Employee as the case may be.  Should Employee be terminated by the Company

without cause during the Term, Employee shall receive from the Company, at his

option, either six (6) months Base Salary (at the rate then in effect) payable

in a lump-sum payment due on the effective date of termination or twelve (12)

months Base Salary payable from time to time at regular intervals.  Further, any termination without cause by

the Company shall operate to invalidate the terms of Section 3.  If Employee resigns or otherwise terminates

Employee’s employment without cause pursuant to this Section 5(d), Employee

shall receive no severance compensation and the terms of Section 3 shall be

fully enforceable.




 




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If termination of Employee’s

employment arises out of the Company’s failure to pay Employee on a timely

basis the amounts to which Employee is entitled under this Agreement or as a

result of any other breach of this Agreement by the Company, the Company shall

pay all amounts and damages to which Employee may be entitled as a result of

such breach, including interest thereon and all reasonable legal fees and

expenses and other costs incurred by Employee to enforce Employee’s right

hereunder.  Further, none of the

provisions of Section 3 shall apply in the event this Agreement is terminated

as a result of a breach by the Company.




 




6.         Return of Company Property.  All records, designs,

patents, business plans, financial statements, manuals, memoranda, lists and

other property delivered to or compiled by Employee by or on behalf of the

Company or their representatives, vendors or customers which pertain to the

business of the Company shall be and remain the property of the Company, as the

case may be, and be subject at all times to their discretion and control.  Likewise, all correspondence, reports,

records, charts, advertising materials and other similar data pertaining to the

business, activities or future plans of the Company which is collected by

Employee shall be delivered promptly to the Company without request by it upon

termination of Employee’s employment.




 




7.         Inventions.  Employee shall disclose

promptly to the Company any and all significant conceptions and ideas for

inventions, improvements and valuable discoveries, whether patentable or not,

which are conceived or made by Employee, solely or jointly with another, during

the period of employment, and which are directly related to the business or

activities of the Company and which Employee conceives as a result of

Employee’s employment by the Company. 

Employee hereby assigns and agrees to assign all Employee’s interests

therein to the Company or its nominee. 

Whenever requested to do so by the Company, Employee shall execute any

and all applications, assignments or other instruments that the Company shall

deem necessary to apply for and obtain Letters Patent of the United States or

any foreign country or to otherwise protect the Company’s interest therein.




 




8.         Trade Secrets.  Employee agrees that

Employee will not, during or after the Term of this Agreement with the Company,

disclose the specific terms of the Company’s relationships or agreements with

significant vendors or customers or any other significant and material trade

secret of the Company, to any person, firm, partnership, corporation or

business for any reason or purpose whatsoever.




 




9.         Indemnification.  In the event Employee is

made a party to any threatened, pending or completed action, suit or

proceeding, whether civil or administrative (other than an action by the

Company against Employee), by reason of the fact that Employee is




 




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or was performing services under this

Agreement, then the Company shall indemnify Employee against all expenses

(including attorneys’ fees), judgments and amounts paid in settlement, as

actually and reasonably incurred by Employee in connection therewith.  In the event that both Employee and the Company

are made a party to the same third-party action, complaint, suit or proceeding,

the Company agrees to engage competent legal representation, and Employee

agrees to use the same representation, provided that if counsel selected by

Company shall have a conflict of interest that prevents such counsel from

representing Employee, Employee may engage separate counsel and the Company

shall pay all reasonable attorneys’ fees of such separate counsel.  Employee will not be held liable to the

Company for errors or omissions where Employee has not exhibited gross, willful

and wanton negligence and misconduct or performed criminal and fraudulent acts

which materially damage the business of the Company.  The indemnity provisions contained herein shall be deemed to extend

to protect Employee to the maximum extent permitted by law.




 




10.       No Prior Agreements.  Employee hereby represents

and warrants to the Company that the execution of this Agreement by Employee

and Employee’s employment by the Company and the performance of Employee’s

duties hereunder will not violate or be a breach of any written agreement with

a former employer, client or any other person or entity.  Employee agrees to indemnify the Company for

any claim, including, but not limited to, attorneys’ fees and expenses of

investigation, by any such third party that such third party may now have or

may hereafter come to have against the Company based upon or arising out of any

written non-competition agreement, invention or secrecy agreement between

Employee and such third party which was in existence as of or prior to the date

of this Agreement.  Company agrees to

indemnify Employee for any claim, including, but not limited to, attorneys’

fees and expenses of investigation, by any third party that such third party

may now have or may hereafter come to have against Employee where there was not

a written non-competition agreement, invention or secrecy agreement between

Employee and such third party which was in existence as of or prior to the date

of this Agreement and where Employee committed no illegal or fraudulent act.




 




11.       Assignments; Binding Effect.  Employee understands that

Employee has been selected for employment by the Company on the basis of

Employee’s personal qualifications, experience and skills.  Employee agrees, therefore, that Employee

cannot assign all or any portion of Employee’s performance under this

Agreement.  Subject to the preceding two

(2) sentences, this Agreement shall be binding upon, inure to the benefit of

and be enforceable by the parties hereto and their respective heirs, legal

representatives, successors and assigns.




 




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12.       Complete Agreement.  This Agreement is not a

promise of future employment.  Employee

has no oral representations, understandings or agreements with the Company or

any of its officers, directors or representatives covering the same subject

matter as this Agreement.  This written

Agreement is the final, complete and exclusive statement and expression of the

agreement between the Company and Employee and of all the terms of this

Agreement, and it cannot be varied, contradicted or supplemented by evidence of

any prior or contemporaneous oral or written agreements.  This written Agreement may not be later

modified except by a further writing signed by a duly authorized officer of the

Company and Employee, and no term of this Agreement may be waived except by

writing signed by the party waiving the benefit of such term.




 




13.       Notice.  Whenever any notice is required hereunder, it shall

be given in writing addressed as follows:




 




	

  To the Company:


  	

  COAD Solutions, Inc.


  
	

   


  	

  3200 Wilcrest, Suite 370


  
	

   


  	

  Houston, Texas 77042


  
	

   


  	

   


  
	

  With a copy to:


  	

  Ronald B. Pruitt


  
	

   


  	

  2950 North Loop West,

  Suite 270


  
	

   


  	

  Houston, Texas 77092


  
	

   


  	

   


  
	

  To Employee:


  	

  Robert Brian Cohan


  
	

   


  	

  5719 Abilene Trail


  
	

   


  	

  Austin TX 78749


  





 




Notice shall be deemed given

and effective three (3) days after the deposit in the U.S. mail of a writing

addressed as above and sent first class mail, certified, return receipt

requested, or when actually received. 

Either party may change the address for notice by notifying the other

party of such change in accordance with this Section 13.




 




14.       Severability; Headings.  If any portion of this

Agreement is held invalid or inoperative, the other portions of this Agreement

shall be deemed valid and operative and, so far as is reasonable and possible,

effect shall be given to the intent manifested by the portion held invalid or

inoperative.  The Section headings

herein are for reference purposes only and are not intended in any way to describe,

interpret, define or limit the extent or intent of the Agreement or of any part

hereof.




 




15.       Arbitration.  Any unresolved dispute or

controversy arising under or in connection with this Agreement shall be settled

exclusively by first mediation and then, if necessary, by arbitration,

conducted before a panel of three (3) arbitrators in Houston, Texas, in

accordance with the rules of the American Arbitration Association then in

effect.  The arbitrators shall not




 




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have the authority to add to, detract from,

or modify any provision hereof nor to award punitive damages to any injured

party.  The arbitrators shall have the

authority to order back-pay, severance compensation, vesting of options (or

cash compensation in lieu of vesting of options), reimbursement of costs,

including those incurred to enforce this Agreement, and interest thereon in the

event the arbitrators determine that Employee was terminated without disability

or good cause, as defined in Sections 5(b) and 5(c), respectively, or that the

Company has otherwise materially breached this Agreement.  A decision by a majority of the arbitration

panel shall be final and binding. 

Judgment may be entered on the arbitrators’ award in any court having jurisdiction.  The direct expense of any arbitration

proceeding shall be borne by the Company.




 




16.       Governing Law.  This Agreement shall in all

respects be construed according to the laws of the State of Texas with giving

effect to Texas conflicts laws provisions.




 




17.       Counterparts.  This Agreement may be

executed simultaneously in two (2) or more counterparts, each of which shall be

deemed an original and all of which together shall constitute but one and the

same instrument.




 




IN WITNESS WHEREOF, the parties hereto have

executed this Agreement as of the day and year first above written.




 




	

   


  	

  COMPANY:


  
	

   


  	

  COAD

  SOLUTIONS, INC.


  
	

   


  	

   


  
	

  By:


  	

   


  	

  /s/ Thomas E. Scheifler


  	

   


  
	

  Name:


  	

   


  	

  Thomas E. Scheifler, Vice

  President


  
	

   


  	

   


  
	

   


  	

  EMPLOYEE:


  
	

   


  	

   


  
	

   


  	

  /s/ Robert Brian Cohan


  	

   


  
	

   


  	

  ROBERT BRIAN COHAN


  





 




This Agreement subject to

approval of the Board of Directors of COAD Solutions, Inc.




 




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I, the Secretary of COAD

Solutions, Inc. do hereby certify that the Board of Directors approved this

Agreement on the 1st day of June, 1999.




 




	

   


  	

  /s/ Robert Nelson


  	

   


  
	

   


  	

  Robert Nelson, Secretary


  





 




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