EMPLOYMENT AGREEMENT









EXHIBIT 10.44




 




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.

(“Design”), and MARK D. SLOSBERG

(“Employee”) is hereby entered into and effective as of the 30 day of November,

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 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 may make increases to base salary and bonuses

up to $60,000.00 per year ($15,000.00 quarterly) 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 quarterly.




 




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 engages in new and different

activities, enters a new business or establishes 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




 




Employee’s duties shall be

carried out in Seattle, Washington except for traveling which may be involved

in the ordinary course of Employee’s duties.




 




5.             Term; Termination Rights on

Termination.   The term of

this Agreement shall begin on December 1, 1999 and shall continue thereafter

for a three (3) year term ending November 30, 2002.  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 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




 




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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 and such doctor shall have concurred in the conclusion of

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 which details such negligence on

non-performance) 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, but not earlier than

December 1, 2000, 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.




 




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




 




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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 rights 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 secrect of the Company, to any person, firm, partnership,

corporation or business for any reason or purpose whatsoever.  This provision shall not apply to information

which (a) was in Employee’s possession prior to June 23, 1999; (b) is or

becomes a matter of public knowledge through no fault of Employee; (c) is

rightfully obtained by Employee from a third party who is legally free to pass

on such information without a duty of confidentiality; or (d) is disclosed

under operation of law.




 




9.             Indemnification.   In

the event Employee is made a party to any threatened, pending or completed

action, suit or proceeding, 




 




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whether civil or administrative (other than

an action by the Company against Employee), by reason of the fact that Employee

is 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:


  	

   


  	

  Mark D. Slosberg


  
	

   


  	

   


  	

  Net Information Systems,

  Inc.


  
	

   


  	

   


  	

  5701 6TH Avenue South


  
	

   


  	

   


  	

  Seattle, WA 98108


  
	

   


  	

   


  	

   


  
	

  With a copy to:


  	

   


  	

  Philip M. Shiekman


  
	

   


  	

   


  	

  Fox, Rothchild, O’Brien

  & Frankel, L.L.P.


  
	

   


  	

   


  	

  2000 Market Street, 10th

  Floor


  
	

   


  	

   


  	

  Philadelphia, PA

  19103-3291


  










 




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.




 




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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 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.




 




18.          Guarantee

of Performance.   By

executing this Agreement, Design agrees to guarantee the performance of the

Company of all of its obligations set forth in this agreement and shall be

jointly and severally liable with the Company for such performance.




 




IN WITNESS WHEREOF, the parties hereto have

executed this Agreement this 30 day of November, 1999.




 




	

  COMPANY:


  	

   


  	

  EMPLOYEE:


  
	

  COAD

  SOLUTIONS, INC.


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ Jeff Sexton


  	

   


  	

   


  	

  /s/ Mark D. Slosberg


  	

   


  
	

  Name: JEFF SEXTON,

  President


  	

   


  	

  MARK D. SLOSBERG


  
						





 




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Pursuant to Paragraph 18,

Design Automation Systems, Inc. agrees to guarantee the performance of COAD

Solutions, Inc. under this Agreement.




 




	

   


  	

  DESIGN

  AUTOMATION SYSTEMS, INC.


  
	

   


  	

   


  
	

  By:

  


  	

   /s/ Carl R. Ross


  	

   


  
	

   


  	

   Carl R. Ross, Chief Executive Officer


  
	

   


  	

   


  
	

   


  	

   


  





This Agreement subject to

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




 




I, the Secretary of COAD

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

Agreement on the 30 day of November, 1999.




 




	

   


  	

  /s/ Robert Nelson


  	

   


  
	

   


  	

  Robert Nelson, Secretary


  





 




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