ex10_1.htm


    
      

    

    Exhibit
10.1

    
 

    EXECUTIVE EMPLOYMENT
AGREEMENT

     

    This
EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the
25TH
day of February, 2008, by and between TWL Knowledge Group, Inc., a Delaware
corporation (the “Company”) and Daniel Hammett (“Executive”).

     

    
      	
               
      

            	
              A.

            	
              RECITALS

            


    

    


    1.           Executive
is the founder of Divergent Entertainment, Inc. (“DEI”), which is being acquired
by the Company and will be run as a division of the Company (the “DEI
Division”).

     

    2.           Executive
has the professional and personal skills to serve Company as the President of
the DEI Division, and can be instrumental in helping it to achieve its
objectives to the mutual benefit of Company and Executive.

     

    3.           The
parties wish to establish an employment relationship, to protect Company’s
business and other interests, to provide protections to Executive in the event
Executive’s employment is terminated with or without Cause (as defined herein),
and to provide the essential terms of Executive’s employment.

     

    
      	
               
      

            	
              B.

            	
              AGREEMENT

            


    

    


    In
consideration of the foregoing premises, the mutual covenants and obligations of
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

     

    1.           Employment.  Subject
to all of the terms and conditions of this Agreement, Company agrees to employ
Executive, and Executive agrees to accept employment with Company.  It
is understood that Executive will be subject to the policies and terms (as they
may be amended from time to time by Company) as adopted by Company’s Board of
Directors (“Board”), Company’s employee handbook, other policies in effect for
salaried employees of Company, and the Company’s Chief Executive Officer, except
as otherwise specifically provided in this Agreement.

     

    2.           Duties.   The
services of Executive shall be exclusive to Company, except as otherwise agreed
to in writing by Company.  Executive shall initially function in the
capacity of President of the DEI Division, shall exert Executive’s full energy
and full working time to the prosecution of Executive’s duties, and shall
promptly and faithfully perform all of the duties which pertain to that
employment.  Notwithstanding the above obligations, Executive may
serve on outside boards of directors or committees and participate in other
outside activities if the outside activities are first disclosed to and approved
in writing by Company’s Board.  That approval will not be withheld
unless the Board reasonably determines that the outside activities conflict with
the provisions of this Agreement, impair Executive’s ability to perform
Executive’s duties under this Agreement, or otherwise conflict with the
legitimate business interests of Company.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    3.           Term of
Employment.  This Agreement will become effective as of the
Effective Date and will remain in effect for a term of four (4) years unless
otherwise terminated in accordance with Section 5 hereof.

     

    4.           Compensation, Reimbursements
and Benefits.  As compensation for all of Executive’s services
under this Agreement, Company agrees to provide Executive the following
compensation, reimbursements and benefits:

     

    a.           Base
Salary.  Company will pay Executive an annual base salary (the
“Base Salary”), payable in accordance with Company’s standard payroll
practices.  The Base Salary shall be in the gross annual amount of Two
Hundred Fifty Thousand Dollars ($250,000.00).

     

    b.           Incentive
Award.  As additional compensation, Executive shall receive an
annual bonus for each of the first three (3) years following commencement of
employment with Company equal to twenty-five percent (25%) of the DEID Pre-Tax
Profit (as defined below) generated by the DEI Division of Company in each such
year, calculated on a fiscal year basis (July 1 – June 30).  Any
incentive award earned under this paragraph 4 will be paid within 90 days of the
end of such fiscal year, subject to the terms of this Agreement, and partial
fiscal years shall be pro-rated.

     

    For
purposes of this Agreement:

    


    “DEID” means Company’s DEI
Division, or whatever entity Company designates to manage the assets acquired
from DEI.

    


    “DEID Pre-Tax Profit” means
DEID Net Profit before DEID Taxes, calculated in accordance with U.S. generally
accepted accounting principles consistently applied, as in effect from time to
time (“GAAP”).

    


    “DEID Net Profit” is equal to
the difference between (i) DEID Revenue and (ii) DEID Expenses, calculated in
accordance with GAAP (including DEID Taxes).

    


    “DEID Revenue” shall mean the
appropriate amount from DEID Gross Sales for goods sold or services provided by
DEID during the Period, calculated in accordance with GAAP.

    


    “DEID Gross Sales” or “DEID Gross
Product Sales” means the total DEID sales, after deducting for DEID
customer discounts, allowances or returns, attributable to DEID, calculated in
accordance with GAAP.

    


    “Period” shall mean a fiscal
year of Company.

    


    “DEID Expenses” shall include
DEID Cost of Goods Sold and DEID Expense Allocation.

    


    “DEID Cost of Goods Sold”
shall include manufacturing and distribution costs for products sold and
programs licensed, operating costs related to product support service centers
and product distribution centers, costs incurred to support and maintain
Internet-based products and services, warranty costs, inventory write-downs,
costs associated with the delivery of consulting services, costs associated with
promoting, selling and marketing the products (including fees and costs related
to advertising, trade shows and other trade events, production of collateral
materials and market research, and other costs related to the marketing and sale
of the products, and an allocation for marketing personnel costs associated with
DEID-related services that are not otherwise captured under the “DEID Expense
Allocation”), and DEID Research and Development Expenses.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “DEID
Expense Allocation” shall mean the
allocation of Company’s and its subsidiaries’  operating expenses,
including general and administrative-related, facilities-related, indirect
employee and consultant and other operating expenses, equal to 4% of the DEID
Revenue calculated in accordance with GAAP, but no less than $400,000 on an
annual basis, and calculated commencing on January 9, 2008.

    


    “DEID
Gross Profit”
means the DEID Gross Sales for goods and services provided by DEID less
DEID Cost of Goods Sold, DEID Expense Allocation, and direct DEID employee and
consultant costs (including base salary, quarterly payments and bonuses paid to
Selling Stockholder) calculated commencing on January 9, 2008, and calculated in
accordance with GAAP; provided, however, quarterly payments and bonuses paid to
Executive pursuant to the Merger Agreement shall only be included in the
calculation of “DEID Gross Profit” for the first six (6) months from the Closing
Date of the Merger Agreement, thereafter, the amount, if any, of such quarterly
payments and bonuses shall be negotiated in good faith between the Company and
Executive to reflect Executive’s ongoing responsibilities with respect to
Company, its subsidiaries and DEID.

    


    “DEID Research and Development
Expenses” shall include payroll, employee benefits, stock-based
compensation expense, and other headcount-related expenses associated with
product development, as well as third-party development and programming costs,
localization costs incurred to translate software for international markets, and
the amortization of purchased software code and services content.

    


    “DEID Tax” and,
collectively, “DEID Taxes”
mean any and all federal and state income taxes in each case attributable
to DEID and/or allocable on a reasonable basis to DEID by Company.

    


    “Merger Agreement” shall mean
that certain Agreement and Plan of Merger, dated February 25, 2008, by and among
TWL Corporation, a Nevada corporation (“Parent”), the
Company, Divergent Entertainment, Inc., a Minnesota corporation, and
Executive.

    


    c.           Expenses.  Company
will reimburse Executive for any and all ordinary, necessary and reasonable
business expenses that Executive incurs in connection with the performance of
Executive’s duties under this Agreement, including entertainment, telephone,
travel and miscellaneous expenses.  Executive must obtain proper
approval for such expenses pursuant to Company’s policies and procedures and
Executive must provide Company with documentation for such expenses in a form
sufficient to sustain Company’s deduction for such expenses under the Internal
Revenue Code.

     

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

     

    d.           Time
Off.  Executive will be entitled to time off with or without
pay in accordance with Company’s policies in effect at any particular time;
provided, however, that Executive shall, in any event, be entitled to a minimum
of 20 days of paid personal, vacation and sick days, in the aggregate, during
each full year of employment.

     

    e.           Health, Disability and Life
Insurance, and other Executive Benefit Plans.  Company will
provide Executive with the same health, disability, and life insurance coverage
provided generally to other full-time salaried employees of Company, and with
other employee benefit plans which are presently existing or which may be
established in the future by Company for its full-time salaried employees,
subject to the terms and conditions of the applicable benefit
plans.

     

    f.           Indemnification.  Company
will defend, indemnify and hold Executive harmless from costs, expenses, damages
and other liability incurred by Executive as a result of performing services to
Company, subject to the limitations and other terms and conditions of applicable
Texas statutes and Company’s Articles of Incorporation or By Laws.

     

    5.           Termination.  Executive’s
employment may be terminated at any time as follows:

     

    a.           Death.  Executive’s
employment shall automatically terminate upon Executive’s death.

     

    b.           Disability.  Either
party may terminate Executive’s employment at any time, upon written notice to
the other party if Executive sustains a disability which precludes Executive
from performing the essential functions of Executive’s job, with or without
reasonable accommodations, as defined, and if required, by applicable state and
federal disability laws.  Executive shall be presumed to have such a
disability for purpose of this Agreement if Executive qualifies, because of
illness or incapacity, to begin receiving disability income insurance payments
under any long term disability income insurance policy that Company maintains
for the benefit of Executive.  If Executive does not qualify for such
payments, Executive shall nevertheless be presumed to have such a disability if
Executive is substantially incapable of performing the essential functions of
Executive’s job for a period of more than twelve (12) weeks.

     

    c.           With
Cause.  Company may terminate Executive’s
employment at any time, with or without “Cause,” upon written notice to
Executive.  “Cause” shall be defined as:

     

    (1)           Executive’s
repeated failure or refusal to perform or observe Executive’s duties,
responsibilities and obligations as an Executive of Company, for reasons other
than disability;

     

    (2)           Any
dishonesty or other breach of the duty of loyalty of Executive affecting Company
or any customer, vendor or Executive of Company;

     

    (3)           Use
of alcohol or other drugs in a manner which affects the performance of
Executive’s duties, responsibilities and obligations as an Executive of
Company;

     

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

     

    (4)           Conviction
of Executive of a felony or of any crime involving misrepresentation, moral
turpitude or fraud;

     

    (5)           Commission
by Executive of any other willful or intentional act which could reasonably be
expected to injure the reputation, business or business relationships of Company
and/or Executive;

     

    (6)           Executive’s
breach of any material term(s) or material condition(s) of this Agreement or any
written agreement entered into with Company that materially and adversely
impacts the Company, or is reasonably anticipated by the Company to result in a
material and adverse impact to the Company; or

     

    (7)           The
consummation of an “Unwind Transfer” by Company or its parent company pursuant
to that certain Agreement and Plan of Merger by and among TWL Corporation,
Company, Executive and Divergent Entertainment, Inc., dated on or about the date
hereof;

     

    (8)           The
existence of any court order or settlement agreement prohibiting Executive’s
continued employment with Company.

     

    Notwithstanding
anything to the contrary contained herein, none of the foregoing events (other
than clauses 4 and 7) shall constitute "Cause" for purposes of this Agreement
unless the Company gives Executive written notice delineating the claimed event
or circumstance and setting forth the Company's intention to terminate
Executive's employment if such claimed event or circumstance is not duly
remedied within 30 days following such notice from the Board of Directors, and
Executive fails to remedy such event or circumstance within such 30-day
period.  The determination of “Cause” shall be made in the reasonable
discretion of Company’s Board of Directors, acting in good faith.

     

    d.           Resignation.  Executive
may, upon four (4)
weeks written notice to Company, terminate Executive’s employment at any time
and for any reason.  Upon receiving such notice, Company may, in its
sole discretion, opt not to have Executive provide active employment services
during some or all of the notice period, and place Executive on a paid leave of
absence for some or all of the notice period.  If Company exercises
this option, it shall not convert the resignation to a termination by
Company.  Executive’s resignation will be considered a “Resignation
for Good Reason” if, without Executive’s written consent:

     

    (i)            
the Company has breached any material term(s) or material condition(s) of this
Agreement, which breach was not caused by Executive and has not been cured by
the Company within 30 days after receiving written notice from Executive
delineating the claimed breach and setting forth his intention to terminate his
employment if such breach is not duly remedied within 30 days;

     

    (ii)          
 the Company has asked Executive to relocate outside of the United States ,
without Executive's written consent;

     

    (iii)           the
Company has materially reduced Executive's duties and responsibilities
compensation or title (except in the event of an “Unwind Transfer”), which
reduction has not been cured by the Company within 30 days after receiving
written notice from Executive delineating the claimed reduction and setting
forth his intention to terminate his employment if such breach is not duly
remedied within 30 days;

     

    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

     

    (iii)           the
Company has assigned duties and responsibilities to Executive that are
inconsistent with Executive's position; or

     

    (iv)     The
Company notifies Executive in writing of its intent to take any of the above
actions.

     

    6.           Payments and Benefits Upon
Termination.  Upon the termination of Executive’s employment,
Executive shall only be entitled to the following payments and
benefits:

     

    a.           Disability;
Death.  If Executive’s employment is terminated due to the
disability or death of Executive, regardless of the date of termination,
Executive or Executive’s estate or heirs, as appropriate, shall be paid (i) all
remaining Incentive Award payments pursuant to Section 4(b) above; (ii) any
benefits payable under any disability or life insurance policy maintained by
Company for the benefit of Executive at the time of the termination of
employment, subject to the terms and conditions of such policies; (iii)
Executive’s accrued but unpaid vacation, prorated through the date of
termination; (iv) any unpaid expense reimbursement; and (v) Executive’s or
Executive’s estate or heir’s, as appropriate, other accrued and vested benefits,
if any, under any of Company’s Executive benefit plans (e.g., 401(k) plan),
subject to the terms and conditions of those plans.

     

    b.           For Cause. If Company
terminates Executive’s employment for Cause, regardless of the date of
termination, Executive shall be paid (i) Executive’s Base Salary, prorated
through the date of termination; (ii) Executive’s accrued but unpaid vacation,
prorated through the date of termination; (iii) any unpaid expense
reimbursement; (iv) all remaining Incentive Award payments pursuant to Section
4(b) above; and (v) Executive’s other accrued and vested benefits, if any, under
any of Company’s Executive benefit plans (e.g., 401(k) plan), subject to the
terms and conditions of those plans.

     

    c.           Resignation.  If
Executive resigns, regardless of the date of termination, Executive shall be
paid (i) Executive’s Base Salary, prorated through the date of termination; (ii)
Executive’s accrued but unpaid vacation, prorated through the date of
termination; (iii) any unpaid expense reimbursement; and (iv) Executive’s other
accrued and vested benefits, if any, under any of Company’s Executive benefit
plans (e.g., 401(k) plan), subject to the terms and conditions of those
plans.

     

    d.           Resignation for or without
Good Reason; Without Cause. If Executive resigns for Good Reason or
without Good Reason, or Company terminates Executive’s employment without Cause,
regardless of the date of termination, Executive shall be paid the same payments
and benefits as set forth in Subparagraph 6(b), subsections (i), (ii), (iii) and
(v) above, but shall not be entitled to any additional Incentive Award payments
pursuant to Section 4(b) above.  In addition, Company shall continue
to pay Executive’s Base Salary as of the date of termination for a period of
twelve (12) months following termination, payable in accordance with Company’s
standard payroll policies.

     

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

     

    7.           Business Protections;
Inventions Assignment.

     

    a.           Confidential
Information.

     

    (1)           “Confidential
Information,” as used in this Section 7, means any information or data of a
special and unique nature and value concerning or belonging to the Company or
its businesses or concerning the entities, or their respective businesses, which
control, are controlled by or are under common control with the Company
(collectively the “Affiliates”), or that the Company or any Affiliate is
obligated to treat as proprietary, including without limitation:

     

    
      	
               
      

            	
              (i)

            	
              trade
      secret information about the Company or any Affiliate or its products or
      services;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              information
      or material relating to the Inventions as defined in Section 8 below,
      improvements, discoveries, “know-how,” technological developments, or
      unpublished writings or works of authorship, or to the materials,
      apparatus, processes, formulae, plans or methods used in the development,
      manufacture, or marketing of the Company’s or any Affiliate’s products or
      services;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              information
      which when received is marked as “proprietary,” “private,” or
      “confidential;”

            


    

     

    
      	
               
      

            	
              (iv)

            	
              information
      concerning the Company’s or any Affiliate’s business, as the Company or
      such Affiliate has conducted it or as they may conduct it in the future,
      including without limitation, such matters as the Company’s and
      Affiliate’s personnel and compensation information, accounts, procedures,
      manuals, business plans, prospect names and lists, existing and potential
      business opportunities, customer lists and contracts, customers’ need for
      Company’s or an Affiliate’s products, litigation and other legal
      matters;  and

            


    

     

    
      	
               
      

            	
              (v)

            	
              information
      concerning any of the Company’s or any Affiliate’s past, current, or
      possible future products or services including, without limitation,
      information about the Company’s or any Affiliate’s research, development,
      engineering, purchasing, financial cost and sales data, supply sources and
      resources, manufacturing, accounting, marketing or distribution, (whether
      the Executive or others originated such information or data and regardless
      of how the Executive obtained it).

            


    

     

    “Confidential
Information” shall not include any information or data which the Executive can
show: (a) was required to be disclosed by applicable law, provided that any such
disclosure shall only be made to the minimum extent required by applicable law
or (b) to be now or to later become generally available to the public through no
fault of the Executive.

     

    (2)           Executive
acknowledges that the Company has taken reasonable measures to preserve the
secrecy of its Confidential Information, including, but not limited to,
requiring Executive to execute this Agreement.  The Executive will
not, during or after the term of employment, use in any fashion not in
furtherance of the Company’s business or disclose Confidential Information to
any person not authorized by the Company to receive it.  Such
authorization may only be provided in writing by the Board.  Upon
termination or expiration of the Executive’s employment with the Company, the
Executive will promptly turn over to the Company all documents and records and
any compositions, software, source code, articles, works in progress, devices,
apparatus, computer equipment, diskettes, and other items that disclose,
describe, or embody Confidential Information, including all copies,
reproductions, and specimens of the Confidential Information in its possession
or control, regardless of who prepared them.

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    (3)           All
Confidential Information obtained by the Executive prior to the Effective Date
of this Agreement is subject to this Agreement.

     

    (4)           The
obligations of this Section 7 shall survive the termination of this
Agreement.

     

    b.           Inventions.

     

    (1)           Inventions Retained and
Licensed. Executive has attached hereto as Exhibit A, a
list describing all inventions, discoveries, original works of authorship,
developments, improvements, and trade secrets, which were conceived in whole or
in part by Executive prior to his employment with the Company to which Executive
has any right, title or interest which relate to the Company’s proposed
business, products, or research and development (“Prior Inventions”); or, if no
such list is attached, Executive represents and warrants that there are no such
Prior Inventions.  Furthermore, Executive represents and warrants that
the inclusion of any Prior Inventions from Exhibit A of this
Agreement will not materially affect Executive’s ability to perform all
obligations under this Agreement.  If, in the course of Executive’s
employment with the Company, Executive incorporates into or use in connection
with any product, process, service, technology or other work by or on behalf of
Company any Prior Invention, Executive hereby grants to the Company a
nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide
license, with the right to grant and authorize sublicenses, to make, have made,
modify, use, import, offer for sale, and sell such Prior Invention as part of or
in connection with such product, process, service, technology or other work and
to practice any method related thereto.

     

    (2)           Assignment of
Inventions. Executive agrees that he will promptly make full written
disclosure to the Company, will hold in trust for the sole right and benefit of
the Company, and hereby assigns to the Company, or its designee, all my right,
title, and interest in and to any and all inventions, original works of
authorship, developments, concepts, improvements, designs, discoveries, ideas,
trademarks or trade secrets, whether or not patentable or registrable under
patent, copyright or similar laws, which Executive may solely or jointly
conceive or develop or reduce to practice, or cause to be conceived or developed
or reduced to practice, during the period of time Executive is in the employ of
the Company and within the scope of his employment with the Company, or with the
use of Company’s equipment, supplies, facilities, or Company Confidential
Information (collectively referred to as “Inventions”).  Executive
further acknowledges that all original works of authorship which are made by
Executive (solely or jointly with others) within the scope of and during the
period of his employment with the Company and which are protectable by copyright
are “works made for hire,” as that term is defined in the United States
Copyright Act.  Executive understands and agrees that the decision
whether or not to commercialize or market any Inventions is within the Company’s
sole discretion and for the Company’s sole benefit and that no royalty or other
consideration will be due to Executive as a result of the Company’s efforts to
commercialize or market any such Inventions.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (3)           Maintenance of
Records. Executive agrees to keep and maintain adequate, current,
accurate, and authentic written records of all Inventions made by Executive
(solely or jointly with others) during the term and within the scope of
Executive’s employment with the Company.  The records will be in the
form of notes, sketches, drawings, electronic files, reports, or any other
format that may be specified by the Company.  The records are and will
be available to and remain the sole property of the Company at all
times.

    


    (4)           Patent and Copyright
Registrations. Executive agrees to assist the Company, or its designee,
at the Company’s expense, in every proper way to secure the Company’s rights in
the Inventions and any rights relating thereto in any and all countries,
including the disclosure to the Company of all pertinent information and data
with respect thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments which the Company shall deem proper or
necessary in order to apply for, register, obtain, maintain, defend, and enforce
such rights and in order to assign and convey to the Company, its successors,
assigns, and nominees the sole and exclusive rights, title and interest in and
to such Inventions and any rights relating thereto, and testifying in a suit or
other proceeding relating to such Inventions and any rights relating
thereto.  Executive further agrees that his obligation to execute or
cause to be executed, when it is in his power to do so, any such instrument or
papers shall continue after the termination of this Agreement.  If the
Company is unable because of my mental or physical incapacity or for any other
reason to secure Executive’s signature with respect to any Inventions including,
without limitation, to apply for or to pursue any application for any United
States or foreign patents or copyright registrations covering such Inventions,
then Executive hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as Executive’s agent and attorney in fact,
to act for and in Executive’s behalf and stead to execute and file any papers,
oaths and to do all other lawfully permitted acts with respect to such
Inventions with the same legal force and effect as if executed by
Executive.

    


    c.           Non-compete
Provisions.  During the term of his employment, and for a
period of eighteen (18) months after termination of employment, Executive will
not, directly or indirectly, personally engage in, nor shall Executive own,
manage, operate, join, control, consult with, participate in the ownership,
operation or control of, be employed by, or be connected in any manner with any
person or entity which solicits, offers, offers to provide, or provides any
services or products similar to those which Company, its parent company, or its
parent company’s subsidiaries offer to their customers or prospective customers,
or propose to offer at the time of termination.

     

    Without
limiting the generality of the above language, Executive expressly agrees that
during the period discussed above, he will not directly or indirectly (on
his/her own behalf or on behalf of another person or entity) sell such services
or products to, attempt to sell such services or products to, or otherwise
solicit purchases of such services or products from, the following:

     

    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              (i)

            	
              any
      customer with whom Executive (or any other Executive or representative
      under Executive’s supervision) has had direct or indirect contact or to
      whom Executive (or any other Executive or representative under Executive’s
      supervision) has directly or indirectly sold such services or
      products  during the period of Executive’s employment;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      prospective customer who has been directly or indirectly solicited by
      Company, or who has approached Company, and with whom Executive (or any
      other Executive or representative under the Executive’s supervision) has
      had direct or indirect contact or to whom Executive (or any other
      Executive or representative under Executive’s supervision) has directly or
      indirectly attempted to sell such services or products during the term of
      Executive’s employment.

            


    

     

    d.           Exception to
Non-compete.

     

    (i)           The
restrictions contained in Section 7(c) shall not prevent Executive from owning
up to one percent (1%) of a publicly held company which competes with Company,
as long as Executive does not otherwise violate the terms of this
Agreement.

     

    (ii)           The
restrictions contained in section 7(c) shall not apply post-termination if: 1)
Company terminates Employee’s employment without cause, but fails to pay the
required salary continuation; 2) Employee resigns for Good Reason and the
Company fails to pay the required salary continuation; or 3) there is the
consummation of an “Unwind Transfer” pursuant to that certain Agreement and Plan
of Merger by and among TWL Corporation, Company, Executive and Divergent
Entertainment, Inc., dated on or about the date hereof.

     

    e.           Workforce
Protection.  Executive will not, for a period of two (2) years
following the termination of his employment, directly or indirectly solicit any
of Company’s or its parent company’s employees for the purpose of hiring them or
inducing them to leave their employment with Company or its parent
company.

     

    f.           Stipulated
Reasonableness.  Executive acknowledges that the nature of
Executive’s position, the period of time necessary to fill Executive’s position,
Executive’s access to Confidential Information, and the period of time necessary
to erase the identification between Company and Executive, commands that the two
(2) year non-solicitation and eighteen (18) month non-competition periods be
imposed for the protection of Company’s and its parent company’s legitimate
interests.

     

    g.           Remedies.  Executive
acknowledges and agrees that his breach of this Agreement would cause
irreparable harm to the Company and that such harm may not be compensable
entirely with monetary damages.  If Executive violates this Agreement,
the Company may, but shall not be required to, seek injunctive relief and/or any
other remedy allowed at law, in equity, or under this Agreement.  Any
injunctive relief sought by the Company shall be in addition to and not in
limitation of any monetary relief or other remedies or rights to which the
Company is or may be entitled at law, in equity, or under this
Agreement.

     

    8.           Miscellaneous.

     

    
      
        
           


        

        
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    a.           Entire
Agreement.  This Agreement contains the entire agreement of the
parties relating to the subject matter hereof and, except as otherwise stated,
supersedes any and all oral or written prior agreements and understandings with
respect to such subject matter; the parties have made no agreements,
representations, or warranties relating to the subject matter of this Agreement
which are not set forth herein.

     

    b.           Construction.  Each
provision of this Agreement shall be interpreted so that it is valid and
enforceable under applicable law.  If any provision of this Agreement
is to any extent invalid or unenforceable under applicable law, that provision
will still be effective to the extent it remains valid and
enforceable.  The remainder of this Agreement also will continue to be
valid and enforceable, and the entire Agreement will continue to be valid and
enforceable in other jurisdictions.

     

    c.           Waivers.  No
term or condition of this Agreement shall be deemed to have been waived, nor
shall there be any estoppel to enforce any provisions of this Agreement, except
by a statement in writing signed by the party against whom enforcement of the
waiver or estoppel is sought.  A waiver shall operate only as to the
specific term or condition waived.  No waiver shall constitute a
continuing waiver or a waiver of such term or condition for the future unless
specifically stated.  No single or partial exercise of any right or
remedy under this Agreement shall preclude any party from otherwise or further
exercising such rights or remedies, or any other rights or remedies granted by
law or any other document.

     

    d.           Captions.  The
headings in this Agreement are for convenience of reference only and do not
affect the interpretation of this Agreement.

     

    e.           Modification.  This
Agreement may not be altered, modified or amended except by an instrument in
writing signed by each of the parties hereto.

     

    f.           Governing
Law.  The laws of the State of Texas shall govern the validity,
construction and performance of this Agreement, to the extent not pre-empted by
federal law.

     

    g.           Forum. Any legal
proceeding related to this Agreement shall be brought in an appropriate Texas
court, and each of the parties hereto hereby consents to the exclusive
jurisdiction of the courts of the State of Texas for this purpose.

     

    h.           Attorneys’
Fees.  If any legal action or proceeding is brought to enforce
this Agreement, or because of an alleged dispute, breach, default,
misrepresentation or any other claim arising out of or related to this
Agreement, the prevailing party in any such action or proceeding shall recover
their reasonable attorneys fees and costs incurred in connection with the
prosecution or defense of any such action.

     

    i.           Notices.  All
notices and other communications required or permitted under this Agreement
shall be in writing, and provided to the other party either in person, by fax,
or by certified mail.  Notices to Company must be provided or sent to
its Board; notices to Executive must be provided or sent to Executive in person
or at Executive’s home.

     

    j.           Survival.  Notwithstanding
the termination of Executive’s employment with Company, the terms of this
Agreement which relate to periods, activities, obligations, rights or remedies
of the parties upon or subsequent to such termination shall survive such
termination and shall govern all rights, disputes, claims or causes of action
arising out of or in any way related to this Agreement.

     

    
      
        
           


        

        
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    k.           Successors and
Assigns.  This Agreement shall be binding on and inure to the
benefit of Company’s successors and assigns.

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

     

    
      	 
      	 	
              TWL
      Knowledge Group, Inc..

            
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	
              Daniel Hammett

            	 	
              By:

            	 
      
	 
      	 	
              Its: