**Exhibit 10.7****EMPLOYMENT AGREEMENT**     THIS EMPLOYMENT AGREEMENT effective as of the 1st day of January, 2006, by and between AIRBEEWIRELESS, INC. (the “Corporation”), a Delaware corporation, and E. Eugene Sharer, residingat 1816 John Hancock Court, Williamsburg, VA 23185 (the “Executive”).**W****I****T****N****E****S****S****E****T****H**:WHEREAS, the Corporation has been formed as of August 9, 2002, andWHEREAS, Executive is experienced in the technology industry; andWHEREAS, Executive has fulfilled his prior employment agreement dated August 16, 2002 and whichterminated on December 31, 2005; andWHEREAS, the Corporation desires to enter into this Employment Agreement in order to assure itselfof the service of Executive, and Executive desires to accept employment with the Corporation, uponthe terms and conditions hereinafter set forth.NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth,the parties hereto agree as follows:          1. Employment of Executive. The Corporation hereby employs Executive as its Presidentand Chief Operating Officer (COO) to perform the duties and responsibilities incident to suchposition, subject at all times to the control and direction of the Board of Directors of theCorporation (the “Board”).          2. Acceptance of Employment; Time and Attention. Executive hereby accepts suchemployment and agrees that throughout the period of his employment hereunder, he will devotesubstantially all his time, attention, knowledge and skills, faithfully, diligently and to the bestof his ability, in furtherance of the business of the Corporation, and will perform the duties andresponsibilities assigned to him pursuant to Paragraph 1 hereof, subject, at all times, to thedirection and control of the Board. As an executive officer, Executive shall perform such specificduties and shall exercise such specific authority related to the management of the day-to-dayoperations of the Corporation consistent with his position as President as is normally associatedwith the position of COO of a company (consistent with the governing documents of the corporation)and also as may be assigned to Executive from time to time by the Board. Executive shall at alltimes be subject to, observe and carry out such rules, regulations, policies, directions andrestrictions as the Corporation shall from time to time establish. During the period of hisemployment hereunder, Executive shall not, directly or indirectly, accept employment orcompensation from, or perform services of any nature for, any business enterprise other than theCorporation. Executive shall be elected to such offices of the Corporation as may from time totime be determined by the Board. During the period of Executive’s employment hereunder, he shallnot be entitled to additional compensation for serving in any offices of the Corporation to
 

 
which he is elected or appointed.          3. Term. Except as otherwise provided herein, the term of Executive’s employmenthereunder shall commence as of the date of this Agreement and shall terminate on the 31st day ofDecember, 2006.          4. Compensation. As compensation for his services hereunder, the Corporation shallpay to Executive a base salary at the rate of $150,000 per annum payable in equal installments noless frequently than monthly. Additionally, Executive shall be eligible for stock options andbonuses as set forth as set forth from time to time by the Board. All compensation paid toExecutive shall be subject to withholding and other employment taxes imposed by applicable law.Executive’s base salary may be increased but not decreased during the Term.          5. Additional Benefits. In addition to such base salary, Executive (and his family)shall be entitled to participate, to the extent he is (and they are) eligible under the terms andconditions thereof, in any profit sharing, pension, retirement, hospitalization, insurance,disability, medical service, stock option, bonus or other employee benefit plan available to theexecutive officers of the Corporation that may be in effect from time to time during the period ofExecutive’s employment hereunder. The Corporation shall be under no obligation to institute orcontinue the existence of any such employee benefit plan.          6. Reimbursement of Expenses. The Corporation shall promptly reimburse Executive inaccordance with applicable policies of the Corporation for all expenses reasonably incurred by himin connection with the performance of his duties hereunder and the business of the Corporation,upon the submission to the Corporation of appropriate receipts or vouchers.          7. Facilities and Personnel. Executive shall be provided with (or reimbursed for) anoffice, secretarial services and such other facilities, supplies, personnel and services as shallbe required or reasonably requested for the performance of his duties hereunder.          8. Personal Time Off (PTO). Executive shall be entitled to 4 weeks of PTO in respectof each 12-month period during the term of his employment hereunder, such PTO to include time offfor sickness, personal business, vacation which is to be taken at times mutually agreeable toExecutive and the Board. Payment for such PTO is included in Executive’s base salary.          9. Restrictive Covenant. In consideration of his employment hereunder, Executiveagrees that during the period of his employment hereunder and for two years thereafter, he will not(a) directly or indirectly own, manage, operate, join, control, participate in, invest in, orotherwise be connected with, in any manner, whether as an officer, director, employee, partner,investor or otherwise, any business entity that is engaged in any other business in which theCorporation is engaged as of termination, (1) in all locations in which the Corporation is doingbusiness, and (2) in all locations in respect of which the Corporation is
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actively planning forand/or pursuing a business opportunity; (b) for himself or on behalf of any other person,partnership, corporation or entity, call on any customer of the Corporation for the purpose ofsoliciting, diverting or taking away any customer from the Corporation (1) in all locations inwhich the Corporation is doing business, and (2) in all locations in respect of which theCorporation is actively planning for and/or pursuing a business opportunity, or (c) induce,influence or seek to induce or influence any person engaged as an employee, representative, agent,independent contractor or otherwise by the Corporation, to terminate his or her relationship withthe Corporation. Nothing herein contained shall be deemed to prohibit Executive from (x) investinghis funds in securities of an issuer if the securities of such issuer are listed for trading on anational securities exchange or are traded in the over-the-counter market and Executive’s holdingstherein represent less than 2% of the total number of shares or principal amount of the securitiesof such issuer outstanding, or (y) owning securities, regardless of amount, of the Corporation.          Executive acknowledges that the provisions of this Paragraph 9 are reasonable and necessaryfor the protection of the Corporation, and that each provision, and the period or periods of time,geographic areas and types and scope of restrictions on the activities specified herein are, andare intended to be, divisible. In the event that any provision of this Paragraph 9, including anysentence, clause or part hereof, shall be deemed contrary to law or invalid or unenforceable inany respect by a court of competent jurisdiction, the remaining provisions shall not be affected,but shall, subject to the discretion of such court, remain in full force and effect and anyinvalid and unenforceable provisions shall be deemed, without further action on the part of theparties hereto, modified, amended and limited to the extent necessary to render the same valid andenforceable.          10. Confidential Information. Executive shall hold in a fiduciary capacity for thebenefit of the Corporation all information, knowledge and data relating to or concerned with itsoperations, sales, business and affairs, and he shall not, at any time, use, disclose or divulgeany such information, knowledge or data to any person, firm or corporation (unless the Corporationno longer treats such information as confidential) other than to the Corporation or its designeesand employees or except as may otherwise be required in connection with the business and affairsof the Corporation; provided, however, that Executive may use, disclose or divulgesuch information, knowledge or data that (i) was previously known by the Executive; or (ii) is orbecomes generally available to the public through no wrongful act on Executive’s part; or (iii)becomes available to Executive from a person or entity other than the Corporation or its agentsnot bound by this or a similar agreement with the Corporation; and provided,further, that the provisions of this Paragraph 10 shall not apply to Executive’s know howto the extent utilized by him in subsequent employment so long as such employment is not in breachof this Agreement.          11. Equitable Relief. The parties hereto acknowledge that Executive’s services areunique and that, in the event of a breach or a threatened breach by either party of any of itsobligations under this Agreement, the other party will not have an adequate remedy
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at law.Accordingly, in the event of any such breach or threatened breach by one party, the other partyshall be entitled to such equitable and injunctive relief as may be available to restrain thefirst party and any business, firm, partnership, individual, corporation or entity participatingin such breach or threatened breach from the violation of the provisions hereof. Nothing hereinshall be construed as prohibiting either party from pursuing any other remedies available at lawor in equity for such breach or threatened breach, including the recovery of damages.          12. Survival of Provisions. Neither the termination of this Agreement, nor ofExecutive’s employment hereunder, shall terminate or affect in any manner any provision of thisAgreement that is intended by its terms to survive such termination.          13. Death; Disability. In the event that during the term of his employment by theCorporation Executive shall die or become Disabled (as such term is hereinafter defined) he or hisestate, as the case may be, shall continue to receive the full amount of the base salary, as wellas bonus and stock rights earned as at that time, to which he was theretofore entitled for thelesser of (i) one year or (ii) the remainder of the Term. Thereafter, Executive shall not beentitled to receive any further payments on account of his base salary until he shall cease to beDisabled and shall have resumed his duties hereunder and provided that the Corporation shall nothave theretofore terminated this Agreement as hereinafter provided. This Agreement shallautomatically terminate upon the death of Executive. The Corporation may terminate this Agreementand Executive’s employment hereunder at any time after Executive is Disabled, upon at least 30days’ prior written notice. For the purposes of this Agreement, Executive shall be deemed to havebecome “Disabled” when (x) by reason of physical or mental incapacity, Executive is notable to perform a substantial portion of his duties hereunder for a period of 135 consecutive daysor for 135 days in any consecutive 225-day period or (y) when Executive’s physician and aphysician designated by the Corporation shall have determined that Executive shall not be able, byreason of physical or mental incapacity, to perform a substantial portion of his duties hereunder.In the event that such physicians are unable to agree on whether the Executive is Disabled pursuantto clauses (x) or (y) above, the matter shall be resolved by the determination of a third physicianqualified to practice medicine in the United States of America and selected by the designatedphysicians. If Executive shall receive benefits under any disability policy maintained by theCorporation, the Corporation shall be entitled to deduct the amount equal to the benefits soreceived from base salary that it otherwise would have been required to pay to Executive asprovided above.          14. Termination for Cause. The Corporation may at any time upon written notice toExecutive terminate Executive’s employment for Cause. For purposes of this Agreement, thefollowing shall constitute “Cause”: (i) the willful and repeated failure of Executive toperform any material duties hereunder or gross negligence of Executive in the performance of suchduties, and if such failure or gross negligence is susceptible of cure by Executive, the failure toeffect such cure within 20 days after written notice of such failure or gross negligence is givento Executive; (ii) excessive use of alcohol or illegal drugs interfering
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with the performance ofExecutive’s duties hereunder; (iii) theft, embezzlement, fraud, misappropriation of funds, otheracts of dishonesty or the violation of any law relating to Executive’s employment; (iv) theconviction of Executive of a felony; or (v) the breach by Executive of any other material provisionof this Agreement, and if such breach is susceptible of cure by Executive, the failure to effectsuch cure within 30 days after written notice of such breach is given to Executive. For purposesof this Agreement, an action shall be considered “willful” if it is done intentionally, purposelyor knowingly, distinguished from an act done carelessly, thoughtlessly or inadvertently. In anysuch event, Executive shall be entitled to receive his base salary to and including the date oftermination. Should Executive in good faith dispute his termination for cause, he shall giveprompt written notice thereof to the Corporation, in which event such dispute shall be submitted toand determined by arbitration in Washington, DC, before an arbitrator appointed pursuant to therules of the American Arbitration Association (the “Arbitrator”). Such arbitration shallbe conducted in accordance with the rules then obtaining of the American Arbitration Association.Any award or decision of the Arbitrator shall be conclusive in the absence of fraud and judgmentthereon may be entered in any court having jurisdiction thereof. The costs of such arbitrationshall be borne by the party against whom any award or decision is rendered. Executive shall not beentitled to receive any compensation for periods subsequent to his dismissal pursuant to thisParagraph 14. Any stock options or other benefits shall immediately cease and be cancelled attermination. Any vested portion of a stock option or other benefit may be exercised for a period of30 days after termination.          15. Termination for Employer Breach. Executive may upon written notice to theCorporation terminate this Agreement (a termination for “Employer Breach”) in the event ofthe breach, or threatened breach by the Corporation of any material provision of this Agreement,and if such breach relates to a provision of this Agreement and is susceptible of cure, thefailure to effect such cure within 30 days after written notice of such breach is given to theCorporation. Nothing herein shall be construed as prohibiting the Executive from pursuing anyother remedies available at law or in equity for such breach or threatened breach, including therecovery of damages.          16. Insurance Policies. The Corporation shall have the right from time to time topurchase, increase, modify or terminate insurance policies on the life of Executive for the benefitof the Corporation, in such amounts as the Corporation shall determine in their sole discretion.In connection therewith, Executive shall, at such place or places as the Corporation may reasonablydirect, submit himself to physical examinations on an annual basis (or more frequently) should aninsurer or prospective insurer so require, and execute and deliver such documents as theCorporation may deem necessary to obtain such insurance policies.          17. Entire Agreement; Amendment. This Agreement constitutes the entire agreement ofthe parties hereto with respect to the subject matter hereof, and any other prior agreement betweenthe Corporation and Executive with respect to the subject matter hereof is hereby superseded andterminated effective immediately and shall be without further force or effect. No amendment ormodification shall be valid or binding unless made in writing and
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signed by the party against whomenforcement thereof is sought.          18. Notices. Any notice required, permitted or desired to be given pursuant to any ofthe provisions of this Agreement shall be deemed to have been sufficiently given or served for allpurposes if and when delivered in person or by responsible overnight delivery service or sent bycertified mail, return receipt requested, postage and fees prepaid as follows:If to the Corporation, to:Sundaresan Raja