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Exhibit 10.1
 EMPLOYMENT AGREEMENT
  RECITALS
     ARTICLE I
EMPLOYMENT
 Position and Duties




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Term of Employment rd
 ARTICLE II
COMPENSATION AND OTHER BENEFITS
 Base Salary
 Bonuses
 Equity
 Perquisites, Benefits and Other Compensation
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ARTICLE III
TERMINATION
 Termination Not In Connection With A Change In Control
 (a)
    
    Termination Without Cause. Subject to Paragraph 3.2,
below, the Company may terminate Executives employment and all of the
Companys obligations under this Agreement at any time without Cause (defined
below).(b)
    
    Termination For Cause. Subject to Paragraph 3.2,
below, the Company may terminate Executives employment and all of the
Companys obligations under this Agreement at any time for Cause (defined
below) by giving written notice to Executive stating the basis for such
termination, effective immediately upon giving such notice or at such other
time thereafter as the Company may designate. Cause shall mean any of the
following: (1) Executive has breached this Agreement in a material way or has
breached in a material way the fiduciary duty he owes to the Company or any
other obligation or duty he owes to the Company under this Agreement, which
breach remains uncured, if subject to cure, to the reasonable satisfaction of
the Board for thirty (30) calendar days after Executive receives written notice
thereof from the Board; (2) Executive has committed gross negligence or willful
misconduct in the performance of Executives duties for the Company; (3)
Executive has failed in a material way to follow reasonable instructions from
the Board, consistent with this Agreement, concerning the operations or
business of the Company, which failure remains uncured, if subject to cure, to
the reasonable satisfaction of the Board for thirty (30) calendar days after
Executive receives written notice thereof from the Board; (4) Executive has
committed a crime the circumstances of which substantially relate to
Executives employment duties with the Company; (5) Executive has
misappropriated or embezzled funds or property of the Company or engaged in any
material act of dishonesty; and (6) Executive has attempted to obtain a
personal profit from any transaction in which the Executive knows or reasonably
should know the Company has an interest, and which constitutes a corporate
opportunity of the Company, or which is adverse to the interests of the
Company, unless the transaction was approved in writing by the Companys Board
after full disclosure of all details relating to such transaction.(c)
    
    Termination by Death or Disability. Subject to
Paragraph 3.2, below, Executives employment and the Companys obligations
under this Agreement shall terminate automatically, effective immediately and
without any notice being necessary, upon Executives death or a determination
of Disability of Executive. For purposes of this Agreement, Disability means
the inability of Executive, due to a physical or mental
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impairment, to perform
the essential functions of Executives job with the Company, with or without a
reasonable accommodation, for ninety (90) consecutive business days or one
hundred twenty (120) business days in the aggregate during any 365-day period.
A
determination of Disability shall be made by the Company, which may, at its
sole discretion, consult with a physician or physicians satisfactory to the
Company, and Executive shall cooperate with any efforts to make such
determination. Any such determination shall be conclusive and binding on the
Parties. Any determination of Disability under this Paragraph 3.1(c) is not
intended to alter any benefits any Party may be entitled to receive under any
long-term disability insurance policy carried by either the Company or
Executive with respect to Executive, which benefits shall be governed solely
by the terms of any such insurance policy.(d)
    
    Termination by Retirement. Subject to Paragraph 3.2,
below, Executives employment and the Companys obligations under this
Agreement shall terminate automatically, effective upon Executives retirement
in accordance with the Companys retirement plan or policy should a retirement
plan or policy for senior executives of the Company be adopted.(e)
    
    Termination by Resignation. Subject to Paragraph 3.2,
below, Executives employment and the Companys obligations under this
Agreement shall terminate automatically, effective immediately upon Executives
provision of thirty (30) days prior written notice to the Company of
resignation from employment with the Company or at such other time as may be
mutually agreed between the Parties following the provision of such notice.(f)
    
    Termination for Good Reason. Subject to Section 3.2,
below, Executive may terminate his employment under this Agreement for Good
Reason (defined below). A termination shall only be for Good Reason if: (1)
within ninety (90) calendar days of the initial existence of Good Reason,
Executive provides written notice of Good Reason to the Company; (2) the
Company does not remedy said Good Reason within thirty (30) calendar days of
its receipt of such notice; and (3) Executive terminates his employment
effective any time after the expiration of such 30-day remedy period prior to
the date that is two (2) years after the initial existence of Good Reason, or
if sooner, during the Employment Term or Renewal Term, as applicable. Good
Reason shall mean the occurrence of any of the following without the written
consent of Executive: (a) Company has breached this Agreement in a material
way, which breach remains uncured, if subject to cure, for thirty (30) calendar
days after the Company receives written notice thereof from Executive; (b) a
material diminution in Executives Base Salary; (c) a material diminution in
Executives authority, duties, or responsibilities; or (d) a material change
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in the geographic location at which Executive must perform his services, provided
such new location is more than fifty (50) miles from the location where
Executive is required to perform services prior to the change.
 Rights Upon Termination Not In Connection With A Change In Control
 (a)
    
    Paragraph 3.1(a), Paragraph 3.1(c) and Paragraph 3.1(f)
Termination. If Executives employment is terminated pursuant to Paragraph
3.1(a), Paragraph 3.1(c), or Paragraph 3.1(f), above, Executive or Executives
estate shall have no further rights against the Company hereunder, except for
the right to receive the following: (1) any unpaid Base Salary with respect to
the period prior to the effective date of termination; (2) any earned but
unpaid bonus due to Executive as of the effective date of termination; (3)
Executives Base Salary, at the rate in effect at the time of termination,
through the end of the Employment Term or current Renewal Term; (4) a bonus for
the remainder of the Employment Term or current Renewal Term, which bonus shall
be equal to (a) the product of (i) the average of Executives bonus received
pursuant to the Companys Bonus Plan for the three fiscal years of the Company
ending prior to the date of termination, (ii) a fraction, the numerator of
which is the actual number of days Executive was employed by the Company during
the Employment Term or current Renewal Term and the denominator of which is the
total number of days in the Employment Term or current Renewal Term, less (b)
any payment previously made by the Company, if any, with respect to the current
years Management Incentive Bonus; and (5) acceleration of all outstanding
unvested options held by Executive as of the date of termination. Payment of
the amounts specified in (3) and (4), above, shall be made in equal monthly
installments based on the remainder of the Employment Term or current Renewal
Term; provided, however, that if the end of the Employment Term or current
Renewal Term is later than September 15 of the calendar year following the
calendar year of the date of termination, all remaining monthly installments
shall be paid to Executive in a lump sum on September 15 of the calendar year
following the calendar year of the date of termination. Notwithstanding the
foregoing, the payment and receipt of the benefits specified in (3), (4) and
(5) are contingent upon Executives execution of a written severance agreement
(in a form satisfactory to the Company) containing, among other things, a
general release of claims against the Company, except if this Agreement is
terminated due to the death of Executive.(b)
    
    Paragraph 1.2, Paragraph 3.1(b) and Paragraph 3.1(e)
Terminations. If Executives employment is
terminated pursuant to Paragraph 3.1(b), above, Executive resigns pursuant to
Paragraph 3.1(e), above, or if either the Company or Executive fails to renew
this Agreement pursuant to Paragraph 1.2, above, Executive shall have no
further rights against the Company hereunder, except for the right to
receive: (1) any unpaid Base Salary with respect to the period prior to the
effective date of termination; and (2) any
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earned but unpaid bonus due to
Executive as of the effective date of termination.(c)
    
    Paragraph 3.1(d) Termination. If Executive retires
pursuant to Paragraph 3.1(d), above, Executive shall have no further rights
against the Company hereunder, except for the right to receive: (1) any unpaid
Base Salary with respect to the period prior to the effective date of
termination; (2) any earned but unpaid bonus due to Executive as of the
effective date of termination; and (3) any additional benefits provided for
under the Companys retirement plan or policy for senior executives, if any.
 Termination In Connection With A Change In Control
 ARTICLE IV
CONFIDENTIALITY
 Confidentiality Obligations
 Definitions
 (a)
    
    Trade Secret. The term Trade Secret has that meaning
set forth under applicable law. The term includes, but is not limited to, all
computer source code created by or for the Company.(b)
    
    Confidential Information. The term Confidential
Information means all non-Trade Secret or proprietary information of the
Company which has value to the Company and which is not known to the public or
the Companys competitors, generally. Confidential Information includes, but
is not limited to: (i) inventions, product specifications, information about
products under development, research, development or business plans, production
know-how and processes, manufacturing techniques, operational methods,
equipment design and layout, test results, financial information, customer
lists, information about orders and transactions with customers, sales and
marketing strategies, plans and techniques, pricing
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strategies, information
relating to sources of materials and production costs, purchasing and
accounting information, personnel information and all business records; (ii)
information which is marked or otherwise designated as confidential or
proprietary by the Company; and (iii) information received by the Company from
others which the Company has an obligation to treat as confidential.(c)
    
    Exclusions. Notwithstanding the foregoing, the terms
Trade Secret and Confidential Information shall not include, and the
obligations set forth in this Agreement shall not apply to, any information
which: (i) can be demonstrated by Executive to have been known by him prior to
his employment by the Company; (ii) is or becomes generally available to the
public through no act or omission of Executive; (iii) is obtained by Executive
in good faith from a third party who discloses such information to Executive on
a non-confidential basis without violating any obligation of confidentiality or
secrecy relating to the information disclosed; or (iv) is independently
developed by Executive outside the scope of his employment without use of
Confidential Information or Trade Secrets.
 ARTICLE V
NON-COMPETITION
 Restrictions on Competition During Employment
 Post-Employment Non-Solicitation of Restricted Customers
 Post-Employment Restricted Services Obligation
 Definitions
 (a)
    
    Customer. The term Customer means any individual or
entity for whom/which the Company has provided services or products or made a
written or formal proposal to perform services or provide products.
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(b)
    
    Restricted Customer. The term Restricted Customer
means any individual or entity (i) for whom/which the Company provided services
or products and (ii) with whom/which Executive had contact on behalf of the
Company or about whom/which Executive acquired non-public information in
connection with his employment by the Company during the twenty-four (24)
months preceding the end, for whatever reason, of Executives employment with
the Company; provided, however, that the term Restricted Customer shall not
include any individual or entity whom/which, through no direct or indirect act
or omission of Executive, has terminated its business relationship with the
Company.(c)
    
    Restricted Services. The term Restricted Services
means services of any kind or character comparable to those Executive provided
to the Company during the twelve (12) months preceding the termination of
Executives employment with the Company relating to: (i) providing electronic
parts catalogs for manufacturers and/or to their dealers and distributors, via
compact discs and/or on-line, related to manufactured equipment and their
components in the following industry segments: outdoor power (i.e., commercial
lawn care); power sports (i.e., motorcycles, snowmobiles, all terrain
vehicles); marine (i.e., boats, personal water crafts); recreation vehicles;
floor maintenance; auto/truck after-care; agriculture and construction; (ii)
providing on-line, direct mail, electronic mail or other marketing services to
equipment manufacturers, distributors and dealers, in the aforementioned
industry segments, aimed at helping them market their equipment and related
products; and (iii) providing F&I (finance and insurance-type products) and
services for dealerships, in the aforementioned industry segments, using an
outsourced center approach, where the center performs the primary selling role
on behalf of and in conjunction with each dealership, directly to their
customers via on-line and telephone interaction.(d)
    
    Competitor. The term Competitor shall include the
following businesses: Snap-on Business Solutions; Dominion Enterprises; 50
Below; Channel Blade; and Enigma and such businesses affiliates, successors
and assigns, provided that such businesses are engaged in: (i) providing
electronic parts catalogs for manufacturers and/or to their dealers and
distributors, via compact discs and/or on-line, related to manufactured
equipment and their components in the following industry segments: outdoor
power (i.e., commercial lawn care); power sports (i.e., motorcycles,
snowmobiles, all terrain vehicles); marine (i.e., boats, personal water
crafts); recreation vehicles; floor maintenance; auto/truck after-care;
agriculture and construction; (ii) providing on-line, direct mail, electronic
mail or other marketing services to equipment manufacturers, distributors and
dealers, in the aforementioned industry segments, aimed at helping them market
their equipment and related products; and (iii) providing F&I (finance and
insurance-type) products and services for
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dealerships, in the aforementioned
industry segments, using an outsourced center approach, where the center
performs the primary selling role on behalf of and in conjunction with each
dealership, directly to their customers via on-line and telephone interaction,
at the time of Executives termination, for whatever reason.
 ARTICLE VI
BUSINESS IDEA RIGHTS
 Assignment
 Definition of Business Ideas
 Disclosure
 Execution of Documentation
 ARTICLE VII
NON-SOLICITATION OF EMPLOYEES
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ARTICLE VIII
EXECUTIVE DISCLOSURES AND ACKNOWLEDGMENTS
 Confidential Information of Others
 Scope of Restrictions
 Prospective Employers
 Third Party Beneficiaries
 Survival
 ARTICLE IX
RETURN OF RECORDS
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ARTICLE X
INDEMNITY
 Indemnification By Company
 Indemnification By Executive
 Insurance
 ARTICLE XI
MISCELLANEOUS
 Notice
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To the Company:
    
    ARI Network Services, Inc.Director of Human Resources11425 West Lake Park DriveMilwaukee, WI 53224-3025Fax: +1 (414) 973-4618To Executive:
    
    Brian E. Dearing4120 West Gazebo Hill Blvd.Mequon, WI 53092Fax: +1 (262) 238-5357cc:
    
    Luke SimsFoley & Lardner LLP, Suite 3700777 East Wisconsin AvenueMilwaukee, WI 53202Fax: (414) 297-4900
  Entire Agreement; Amendment; Waiver
 Headings
 Assignability
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Mitigation
 Attorneys Fees
 Injunctive Relief
 Waiver of Breach
 Severability
 Consideration
 Governing Law
 Authority to Bind the Company
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EXECUTIVEBy:
    
    /s/ Brian E. DearingDate: March 13, 2008ARI NETWORK SERVICES, INC.By:
    
    /s/ Gordon J. BridgeTitle: Member of the Board of DirectorsDate:
    
    March 13, 2008
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