**EXHIBIT 10(j)**[THIS AGREEMENT IS SUBJECT TO ARBITRATION]EMPLOYMENT AGREEMENT FOR CHIEF TECHNOLOGY OFFICER     THIS AGREEMENT is made and entered into as of the 22 day of May, 1996, by and betweenInterphase Corporation (the “Corporation”), and Felix Diaz (“Executive”).     WHEREAS, the Corporation desires to enter into an employment relationship with Executive oncertain terms and conditions as set forth herein; and     WHEREAS, Executive is willing to accept such employment;     NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and promiseshereinafter contained, do hereby agree as follows:     1. Employment. The Corporation herebyemploys Executive and Executive hereby accepts the employment, on the terms and conditionshereinafter set forth. Executive’s general duties andresponsibilities as chief TechnologyOfficer. Executive agrees to review and comply with all policies and procedures in theCorporation’s Employee Handbook.     2. Term. Executive’s employment with the Corporation will be at-will, and thus,either party may terminate the relationship at any time for any reason, subject to the terminationprovisions in paragraphs 6 and 7. Executive understands and agrees that no employee or agent ofthe Corporation, other than the Corporation’s Chief Executive Officer, has any authority to enterinto any agreement for employment for any specified period of time or to make any agreementcontrary to the at-will**EMPLOYMENTAGREEMENT FOR CHIEF TECHNOLOGY OFFICER— Page 1**
 

 
relationship and that any such modifications or agreements must be in writing and signed bythe Chief Executive Officer of the Corporation.     3. Salaryand Other Compensation. As compensation for the services to be rendered byExecutive to the Corporation pursuant to this Agreement, Executive shall be paid the followingcompensation and other benefits:     a.*Salary:*$10,000.00 per month, less deductions as may be required by law,payable in semi-monthly installments. The Corporation reserves the right to: (i) makeperiodic increases or decreases in Executive’s salary, in the sole discretion of theCorporation; (ii) make deductions from Executive’s pay to satisfy any outstandingobligations; and/or (iii) make deductions from Executive’s pay to satisfy any lossesresulting from unlawful activities.     b. *Signing Bonus:* Executive shall be paid a ten thousand dollar ($10,000.00) signingbonus as consideration for his agreement to abide by the covenant not to compete provisionsand nondisclosure requirements contained in paragraphs 4 and 5 of this Agreement.     c. *Stock Options:*The Corporation shall, in accordance with the Corporation’s Amendedand Restated Stock Option Plan, grant to Executive a qualified stock option to purchase10,000 shares of common stock of the Corporation as consideration for his agreement to abideby the covenant not to compete provisions and nondisclosure requirements contained inparagraphs 4 and 5 of this Agreement.**EMPLOYMENTAGREEMENT FOR CHIEF TECHNOLOGY OFFICER—Page 2**
 

 
     d. *Bonus:*Executive shall be eligible for an annual bonus of up to thirtythousand dollars ($30,000.00) based upon the guidelines contained in the Corporation’sExecutive Bonus Plan; less deductions as may be required by law. The Corporation reservesthe right to: (i) make periodic increases or decreases in Executive’s bonus, in the solediscretion of the Corporation; (ii) make deductions from Executive’s bonus to satisfy anyoutstanding obligations and/or (iii) make deductions from Executive’s bonus to satisfy anylosses resulting from unlawful activities.     e.*Office Furnishings:*The Corporation agrees to provide office space andfurnishings to Executive commensurate with the Corporation’s decor and culture.     f. *Executive Benefit Plans:*Executive shall be allowed to participate, to theextent he may be eligible, in any profit sharing, stock options,retirement, insurance orother Executive benefit plan maintained by the Corporation. Executive must comply with allrequirements regarding purchasing the Corporation’s Common Stock and exercising stockoptions, including, without limitation, requirements promulgated by the Corporation and theSecurity and Exchange Commission. In this regard, Executive mustreport to the Corporationany activity such as selling, purchasing or exercising the Corporation’s Common Stockand/or stock options. Any questions regarding reporting requirements should be directed tothe Corporation’s Chief Financial Officer.     **EMPLOYMENT AGREEMENT FOR CHIEF TECHNOLOGY OFFICER — Page 3**
 

 
     g. *Vacations and Leave:*Executive shall be entitled to three (3) weeks ofvacation per year and six (6) sick days per year, and any other paid leave benefitsprovided for in the Corporation’s Employee Handbook.     4. Non-Disclosureof Confidential Information. Executive acknowledges that inand as a result of his employment by the Corporation, he will be making use of, acquiring, and/oradding to confidential information of a special and unique nature and value relating to suchmatters as the Corporation’s patents, copyrights, proprietary information, trade secrets, systems,product developments, procedures, manuals, confidential reports, lists of customers (which aredeemed for all purposes confidential and proprietary), as well as the nature and type of servicesrendered by the Corporation, the equipment and methods used and preferred by the Corporation’scustomers, and the fees paid by them. Executive further agrees that if a third party (e.g.,vendors, customers and manufacturers) contracts with the Corporation the information obtained orreceived from a third party including, but not limited to its patents, copyrights, proprietaryinformation, trade secrets, systems, product development, procedures, manuals, and confidentialreports will be treated in the same manner and subject to the same protection as other ConfidentialTrade Secret Information (as hereinafter defined) of the Corporation.As a material inducement to the Corporation to enter into this Agreement and to payExecutive the compensation and benefits stated herein and as a condition of employment andcontinued employment, Executive shall keep confidential all such**EMPLOYMENTAGREEMENT FOR CHIEF TECHNOLOGY OFFICER— Page 4**
 

 
confidential and proprietary information which Executive learns or acquires as a result ofhis employment with the Corporation. By way of example, “Confidential Trade Secret Information” mayconsist of any idea, process, design, concept, formula, pattern, device, development, customerinformation or compilation of information which is used in the Corporation’s business, which givesthe Corporation an advantage over a competitor who does not know oruse it.     Executiveagrees that the appropriate remedy for any breach of this paragraph 4 is a suit forinjunctive relief and specific performance in any court of competent jurisdiction. Executive agreesthat damages for use of any identified Confidential Trade Secret Information in violation of thisparagraph 4 shall be 100% of the gross amount of revenue derived from unauthorized use of suchinformation.     5. CovenantsNot to Compete. Executive acknowledges that the service he/she is torender to the Corporation are of a special and unusual character witha unique value to theCorporation, the loss of which cannot adequately be compensated by damages in action at law.Accordingly, Executive agrees that during the term of his/her employment and for a period of one (1)year from the date this Agreement is terminated, for whatever reason:     a. Executive shall not, directly or indirectly, without the express writtenconsent of the Corporation, solicit or induce, or attempt to solicit or induce, anyemployee of the Corporation, current or future, to leave or cease their relationshipwith the Corporation, for any reasonwhatsoever, or hire any current or future employee of the Corporation.**EMPLOYMENTAGREEMENT FOR CHIEF TECHNOLOGY OFFICER — Page 5**
 

 
     b. Executive shall not, directly or indirectly, without the express written contentof the Corporation: (i) engage in any business or activity that is competitive with thebusiness of the Corporation; and/or (ii) be employed by, or provide competitive services orassistance to, a “Competing Business” (hereinafter defined) which would potentiallyinvolve, directly or indirectly, the use and/or disclosure of the Corporation’sConfidential Trade Secret Information, as defined in paragraph 4. For purposes of thisAgreement, a Competing Business means any person or firm that offers services or productsthat are directly competitive with those marketed, offered for sale and/or under any stageof development by the Corporation as of the date of Executive’s separation from employment.If Executive desires to work for a Competing Business in an area that is not competitivewith the business of the Corporation, Executive must give written notice to the ChiefExecutive Officer and obtain his approval that the employment will not violate the termsand conditions of this paragraph 5 before beginning employment with the Competing Business.     c. Executive will not solicit or attempt to solicit the Corporation’s existing orprospective customers to purchase services or products that are competitive with thosemarketed, offered for sale and/or under any stage of development by the Corporation as ofthe date of Executive’s separation from the Corporation. For purposes of the**EMPLOYMENTAGREEMENT FOR CHIEF TECHNOLOGY OFFICER — Page 6**
 

 
Agreement, existing customers shall mean those persons or firms that the Corporation hasmade a sale to in the twelve (12) months preceding Executive’s separation from employment;prospective customers shall mean those persons or firms that the Corporation has solicitedand/or negotiated to sell the Corporation’s products or services to within the twelve (12)months preceding Executive’s separation from the Corporation.     d. In the event that, notwithstanding the foregoing, any of the provisions of thisparagraph 5 shall be held to be invalid or unenforceable, the remaining provisions thereofshall nevertheless continue to be valid and enforceable as though the invalid orunenforceable parts had not been included therein. In the event that any provision of thisparagraph 5 relating to the time period and/or the areas of restriction and/or relatedaspects shall be declared by a court of competent jurisdiction to exceed the maximumrestrictiveness such court deems reasonable and enforceable, the time period and/or areasof restriction and/or related aspects deemed reasonable and enforceable by the court shallbecome and thereafter be the maximum restriction in such regard, and the restriction shallremain enforceable to the fullest extent deemed reasonable by such court.     e. Executive agrees that the appropriate remedy for any breach of this paragraph 5 isa suit for injunctive relief and specific performance**EMPLOYMENTAGREEMENT FOR CHIEF TECHNOLOGY OFFICER — Page 7**
 

 
in any court of competent jurisdiction. Executive agrees that the Corporation alsohas the right to seek damages for any breach of this paragraph 5, and that thedamages for breach of this paragraph shall be 100% of the gross amount of revenuederived from the breach of the covenant in this paragraph 5. The Corporation hassole discretion regarding whether to seek a remedy for breach of this paragraph in aCourt of competent jurisdiction and/or through arbitration procedures outlined inparagraph 8.