form8k031708ex10-1.htm


    
      

      

    


    EMPLOYMENT
AGREEMENT

    


    


    This
Employment Agreement (this  "Agreement") is made and entered into as
of the 12th day of
March, 2008 (the "Effective Date"), by and between Cistera Networks, Inc., a
Nevada corporation (the "Company"), and Richard P. McDowell, a resident of
Plano, Texas ("Employee").

     

    BACKGROUND:

     

    WHEREAS,
the Company is engaged in the business of designing, developing, marketing,
selling and distributing computer hardware and software solutions for
integrating voice, video and data over internal and external computer based
networks;

     

    WHEREAS,
the Company has, in its business, developed or acquired and will continue to
develop and acquire commercially valuable technical and non-technical
information, the safeguarding of which by holding the same secret and
confidential, is necessary and the Company must be protected from divulgence by
Employee, either directly or indirectly, of any such information;
and

     

    WHEREAS,
Employee acknowledges that the remuneration, receipt of confidential
information, and special and unique professional growth opportunities available
through employment with the Company constitute fair and adequate consideration
for entry into this Agreement, and he understands that he need not accept or
continue employment with the Company; that he has freely chosen to enter into
the terms of this Agreement, and that compliance with the terms of this
Agreement are conditions of his employment or continued employment with the
Company.

     

    AGREEMENTS:

     

    NOW,
THEREFORE, in consideration of the mutual covenants and acknowledgments of the
parties which are incorporated and made a part hereof, and in further
onsideration of and as part of the terms and conditions of the employment or
continued employment of Employee, it is hereby agreed as follows:

     

     Appointment and Term.
The Company hereby employs Employee, and Employee hereby accepts employment with
the Company upon the terms and conditions, and for the consideration set forth
in this Agreement. The term of this Agreement, and Employee's employment
hereunder shall commence on the Effective Date, and, unless sooner terminated
pursuant to the terms of Section 8 of this Agreement, shall continue for an
initial period of one (1) year (the "Initial Period").  Subject to the
provisions of Section 7, following the completion of the Initial Period,
Employee's employment under this Agreement shall be "at will".

     

     Duties and
Responsibilities.  Employee will serve as the Company's Chief
Financial Officer, and as such will perform those duties which are normal and
customary in the industry for like positions and will be responsible for other
similar areas which relate thereto for the Company's subsidiaries and
affiliates.

     


    
      
         


      

      
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    Employee
will report directly to the Company's Chief Executive Officer or his designee.
Employee will perform full-time service on an exclusive basis for the Company
and its affiliates.  Employee shall strictly comply with all Company
policies and procedures in place from time to time and shall conduct himself in
a manner befitting of an employee of the Company.  Employee's
principal base of employment shall initially be in Dallas, Texas, and may change
from time to time.  If asked to move by the Company, the Company will
pay all closing costs associated with the move including, but not limited to,
real estate fees and commissions but excluding pre-paid items. Employee
acknowledges that Company is required to actually utilize Employee's services
hereunder, but that Company's sole obligation shall be to pay Employee the
compensation and provide Employee the benefits set forth herein, subject to the
terms and conditions of this agreement. For all purposes, Employee shall be an
employee of only the Company, and only this Agreement shall control and govern
any and all relationships between Employee and the Company and its divisions,
subsidiaries and other affiliated entities.

     

     Employment
Compensation.  The Company shall pay or provide to Employee,
during the period in which this Agreement is in effect, the following
compensation in consideration of Employee's performance of his obligations
hereunder other than the performance of his obligations under Section
5:

     

     Salary. As
compensation for Employee's services hereunder, Company shall pay Employee, and
Employee shall accept, an initial annual base salary of One
Hundred  Forty-five Thousand US Dollars  ($145,000.00 US),
less all  appropriate  deductions
and  withholdings,  payable in accordance with the schedule
Company may adopt or alter from time to time in its discretion, but in any event
not less frequently than monthly.  The Company shall review the
performance of Employee's duties hereunder on at least an annual
basis.  In addition, the Executive Management Committee of the Company
may increase Employee's annual base salary at such times as it, in its sole
discretion, deems appropriate.

     

     Bonuses.  In
addition to annual base salary, the Company may enter into supplemental
agreements or memorandums in writing with Employee for the award and payment to
Employee of additional compensation or bonuses upon such terms and conditions as
Company shall deem to be in its business interest. In the event of the execution
by Company of any such agreements or memorandums, Employee's right to additional
compensation or bonuses shall be determined in accordance with the applicable
provisions thereof, subject, however, to the provisions of this
sub-Section.  In the absence of any such supplemental agreements or
memorandums, Company shall not be obligated to pay Employee any additional
compensation or bonus whatsoever, irrespective of the payment of additional
compensation or bonus in any past or succeeding year or the payment or
additional compensation or bonus to other executives in any year, but may do so
in its sole discretion.

     

     Incentive
Compensation.  From time to time, Company may offer phantom
stock, stock appreciation rights, stock options or other equity interests in
Company and its affiliates and/or other forms of long-term upon such terms and
conditions as Company shall determine to be in its business
interests.

     


    
      
         


      

      
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     Reimbursements.  The
Company recognizes that in the course of performing Employee's duties hereunder,
Employee will necessarily incur expenses in connection with Employee's duties
for such items as entertainment, traveling, hotels, and similar
items.  Employee shall be entitled to have paid or be reimbursed all
reasonable expenses incurred by Employee in the performance of Employee's duties
hereunder,  subject to such  requirements,
procedures,  and rules as may be established by Company for
similarly  situated employees from time to time in its
discretion,  including,  without limitation,
the  requirement of submission of appropriate  receipts for
such expenses prior to reimbursement.

     

     Employee Benefits.
Employee shall be entitled to participate in the employee benefit plans that the
Company makes available to employees in the same or similar positions from time
to time, if any.  Employee's participation in such employee benefit
plans shall be in accordance with the terms and conditions thereof and the
Company's policies and practices in effect from time to time.

     

    The
foregoing compensation shall constitute the entire consideration to be paid by
the Company to Employee for all services that Employee performs for the Company
and its divisions, subsidiaries and other affiliated entities hereunder other
than Employee's performance of his obligations under Section 5.

     

     Conflicts of
Interest.  Employee shall devote his time, attention, energies
and business efforts to his duties as an employee of the Company and to the
business of the Company.  During the period in which this Agreement is
in effect, without the prior written consent of the Company, Employee (a) shall
not engage, directly or indirectly, in any other business
activity,  (b) shall not act as a proprietor, partner, director,
officer, employee, consultant, advisor, agent, representative or any other
capacity  (except as a beneficial owner of less than 5% of the
outstanding  voting  securities  of an entity
whose voting securities  are traded  publicly)" of any
entity other than the Company and its divisions, subsidiaries and other
affiliated  entities, regardless of whether such activity is for gain,
profit or other pecuniary advantage, and ( c) shall not allow or cause the
Company to participate in any transaction  with Employee, any of
his  relatives,  or any entity in which  Employee
or any of his relatives has an interest.

     

     Competitive
Activities.

     

     Competition.  As
an independent covenant, Employee shall not directly or indirectly engage, and
shall not directly or indirectly become involved with (except as a beneficial
owner of less than 5% of the outstanding voting securities of an entity whose
voting securities are traded publicly) any entity that directly or indirectly
engages, in any business in which the Company or any of its divisions,
subsidiaries or other affiliated entities is engaged.  This covenant
shall be effective during the Term and the Post Termination Period (as defined
below).

     


    
      
         


      

      
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     Business
Opportunities.  As an independent covenant, Employee shall not
directly or indirectly divert, take, solicit or accept or attempt to divert or
take, whether on his own or on behalf of any other party, and shall not directly
or indirectly become involved with  (except as a beneficial owner of
less than 5% of the outstanding voting securities of an entity whose voting
securities are traded publicly) any entity that, whether on its own behalf or on
behalf of any other party, directly or indirectly diverts, takes, solicits or
accepts or  attempts to divert or take, to the exclusion of the
Company or the effect of which would be to reduce the Company's business with,
any third party who, during  Employee's employment with the Company,
was a customer of the Company or any of its  divisions, subsidiaries
or other  affiliated  entities.  This covenant
shall be effective during the Term and the Post Termination Period.

     

     Employees.  As
an independent covenant, Employee shall not directly or indirectly induce or
influence or attempt to induce or influence, whether on his own behalf or on
behalf of any other party, and shall not directly or indirectly become involved
with (except as a beneficial owner of less than 5% of the outstanding voting
securities of an entity whose voting securities are traded publicly) any entity
that directly or indirectly induces or influences or attempts to induce or
influence, whether on its own behalf or on behalf of any other party, any
employee of the Company to terminate his employment with the
Company.  This covenant shall be effective during the Term and the
Post Termination Period.

     

    Employee
understands and agrees that the purpose of the foregoing covenants is to protect
the legitimate business interests of the Company and is not to restrict
Employee's mobility or to prevent him from utilizing his general technical
skills.  By way of clarification, the covenants and obligations of
Employee set forth in this Section 5 shall be binding upon Employee during the
Post Termination Period regardless of the reason for termination; provided that
such covenants and obligations shall immediately be terminated if Employee is
entitled under Section 7 of this Agreement to receive a Termination Payment and
the Company fails to pay the Termination Payment in accordance with Section
7.

     

     Employee-Developed
Intellectual Property.

     

     Assignment of
Inventions.  Unless otherwise agreed to in writing by both
parties, Employee agrees to disclose promptly, completely and in writing to the
Company and hereby assigns and agrees to assign and bind Employee's heirs,
executors, or administrators to assign to the Company or its designee, its
assigns, successors or legal representatives, any and all inventions,
discoveries, processes, diagrams, methods and apparatus, and all related
analyses, computer programs and software, data, designs, financial figures,
formulae, ideas, improvements, know-how, specifications and other information
and materials and any improvements thereon and all intellectual property related
thereto, whatsoever, that are  conceived,  created
or  developed  by Employee, whether as a sole or joint
originator,  whether within or out of normal working hours, and
whether on the premises of the Company or  elsewhere, in connection
with his  employment with the Company, or using or influenced by the
Company's time, data, facilities and/or materials, provided the subject matter
is within the field of interest of the Company
("Inventions").  Employee's obligations under this paragraph apply
without regard to whether an idea for an Invention or a solution to a problem
occurs to Employee on the job, at home, or elsewhere. Employee further agrees
that all such Inventions are the Company's

     


    
      
         


      

      
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     exclusive
property, whether or not patent applications are filed thereon. It is expressly
understood that this Section does not apply to any of Employee's patents or
patent applications filed or based on inventions made prior to Employee's
employment with the Company or to matters (other than matters within a field of
interest of the Company) which are exclusively of personal
interest.

     

     Property
Rights.  Employee shall assist the Company at any time during
or after Employee's employment is terminated, at the Company's expense in the
preparation, execution, and delivery of any disclosures, patent applications or
papers within the scope and intent of this Agreement required to obtain patents
in this or in other countries and in  connection  with such
other  proceedings  as may be necessary to enforce the
Company's  rights in the Inventions against others  or to
vest  title  thereto in the  Company as its
assigns,  successors or legal representatives. If such assistance
takes place after Employee's employment is terminated, Employee shall be paid by
the Company at a reasonable rate for any time that Employee actually spends in
such work at the Company's request.

     

     Copyrights.  Employee
agrees that the Company shall be the copyright proprietor in all copyrightable
works of every kind and description created or developed by Employee solely or
jointly with others during Employee's employment with the Company which works
are created pursuant to the performance of Employee's duties as those duties may
be assigned or reassigned from time to time. Employee further agrees, if so
requested and at no further expense to the Company, to execute in writing any
acknowledgments or assignments of copyright ownership of works within this
Agreement as may be necessary for the preservation of the worldwide
proprietorship in the Company of such copyrights.

     

     Indemnification.  The
Company agrees to indemnify and hold Employee harmless from any costs
(including, but not limited to, court costs and reasonable attorneys' fees) and
damages against Employee for any action based on a claim of patent infringement
or copyright as a result of the Company's commercial exploitation of the
Inventions, provided that (a) Employee has not acted in bad faith in connection
with the assignment of such Invention to the Company, (b) Employee notifies the
Company in writing of any potential claim, ( c) Employee permits the Company to
defend,  compromise or settle the claim, and (d) Employee gives the
Company all available information, reasonable assistance, and authority to
enable the Company to do so.

     

     Termination.

     

     Termination by the
Parties.  Notwithstanding Section 2, this Agreement and the
employment relationship created hereby shall terminate upon the occurrence of
any of the following events  (each, a "Termination
Event"):

     

     The death
of Employee;

     

     The
Disability (as hereinafter defined) of Employee;

     


    
      
         


      

      
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     Written
notice to Employee from Employer of termination for Just Cause (as hereinafter
defined);

     

     Written
notice to Employee from Employer of termination after the Initial Period for any
reason other than Just Cause;

     

     Written
notice to Employer from Employee of termination for Just Reason (as hereinafter
defined);

     

     Written
notice to Employer from Employee of termination for any reason other than Just
Reason.

     

     Effect of
Termination. In the event of the occurrence of a termination under
Sections 7.1(a),  (b), (c) or (f), Employee shall be entitled to only
the compensation earned by Employee as of, and payable for the period prior to,
the date of such Termination Event. In the event of the occurrence of a valid
termination under Section 7 .1 (d) or (e) above, or a termination by the Company
for any reason within twelve months of a Change in Control (as defined below),
Employee shall be entitled to receive an aggregate payment equal to two times
Employee's annualized base salary at the time of such termination (the
"Termination Payment").  The Termination Payment will be due and
payable in equal installments during the eighteen-month period beginning on the
day immediately following the date of the Termination Event (the "Post
Termination Period").  Installments of the Termination Payment shall
be due and payable to Employee on each of the Company's regularly scheduled pay
dates during the Post Termination Period  (as in effect at the time of
such Termination Event), and the amount of the installment shall be calculated
based upon the frequency of such scheduled pay dates.  The first
installment of the Termination Payment shall be due and payable to Employee on
the: first such pay date immediately following the date of the Termination
Event. Any bonuses, incentive compensation and reimbursement accrued to Employee
as of the date of termination of this Agreement shall be immediately paid to
Employee regardless of the reason for such termination. To the extent permitted
under the Company's then existing health plans, if Employee is entitled to a
Termination Payment, then Employee's health benefits at the time of such
termination shall be continued during the Post Termination Period, as
if  Employee were still employed by the Company during such
period.

     

     Termination
Definitions. For purposes of this Section 7 the following terms have the
following meanings:

     

     "Disability"
of Employee shall mean Employee's inability, because of mental or physical
illness or incapacity, to perform Employee's duties under this Agreement for a
continuous period of 90 consecutive days or for any 120 days out of a 360-day
period.  In the event of any disagreement between Employer and
Employee regarding the existence or non-existence of any such disability, upon
written request from either party to the other, Employer and Employee or
Employee's legal guardian or duly authorized attorney-in-fact (IF Employee is
not legally competent) shall each designate one Texas licensed physician and the
two physicians so designated shall designate a third.  AU three
physicians so appointed shall personally examine Employee, and the decision
of

     


    
      
         


      

      
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    a
majority of such panel of physicians shall determine whether such disability
exists. Employee hereby authorizes the disclosure and release to Employer of
such determination and all supporting medical records, and both parties hereby
agree to be bound by such determination.

     

     "Just
Cause" shall mean:  (i) the commission by Employee of any act
involving moral turpitude or the commission by Employee of any act or the
suffering by Employee of any occurrence or state of facts, which renders
Employee incapable of performing Employee's duties under this Agreement (other
than Disability), or adversely affects or could reasonably be expected to
adversely affect the business reputation of Employer and its affiliates; (ll)
Employee being convicted of a felony; (ill) any breach by Employee of any of the
material terms of, or the failure to perform any material covenant contained in,
this Agreement  and  following written notice
thereof  from  Employer to Employee (describing in
reasonable detail the alleged breach and stating that it is a
notice  under this  Section 7), Employee does not cure such
breach or failure within fifteen (15) days thereafter;  provided,
however, that Employee will not be entitled to cure any breach or failure under
this sub-clause (ill) more than one time in any consecutive six month period; or
(iv) the violation by Employee of reasonable and
appropriate  instructions or policies established by the Company's
Board of Directors which have been communicated to Employee  with
respect to the operation of the businesses and affairs of Employer or Employee's
failure to carry out the reasonable instructions of the Company's Board of
Directors and following written notice thereof from the Company to Employee
(describing in reasonable detail the alleged violation and stating that it is a
notice pursuant to this Section 7), Employee does not cure any such violation or
failure within fifteen (15) days thereafter; provided, however, that Employee
will not be entitled to cure any violation or failure under this sub-clause (iv)
more than one time in any consecutive six month period.

     

     "Just
Reason" shall mean: (i) any breach by Employer of any of the material terms of,
or the failure to perform any material covenant contained in, this Agreement and
following written notice thereof from Employee to Employer (describing in
reasonable detail the alleged breach and stating that it is a notice under this
Section 7), Employer does not cure such breach or failure within fifteen (15)
days thereafter; provided, however, that Employer will not be entitled to cure
any such breach or failure more than one time in any consecutive six month
period; or (ii) a material reduction in Employee's duties and responsibilities
without Employee's consent.

     

     "Change
in Control" shall mean the occurrence of one or more of the following
events:

     

     Any
person within the meaning of Section 13(d) and 14(d) of the Securities Exchange
Act or 1934, as amended (the  "Exchange Act"), other than the Company
(including its subsidiaries, directors or executive officers) has become the
beneficial owner, within the meaning of Rule 13d-3 under the Exchange Act, of 50
percent or more of the combined voting power of the Company's then outstanding
Common Stock or equivalent in voting power of any

     


    
      
         


      

      
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    class or
classes of the Company's outstanding securities ordinarily entitled to vote in
elections of directors ("voting securities"), unless such person owned
beneficial interest in at least 35 percent or more of the
outstanding  voting securities of the Company as of the Effective
Date;

     

     Shares
representing 50 percent or more of the combined voting power of the Company's
voting securities are purchased pursuant to a tender offer or exchange
offer  (other than an offer by the Company or its subsidiaries or
affiliates);

     

     As a
result of, or in connection with, any tender offer or exchange offer, merger or
other business combination, sale of assets or contested election, or any
combination of the foregoing transactions (a "Transaction"), the persons who
were directors of the Company before the Transaction shall cease to constitute a
majority of the Board of Directors of the Company or of any successor to the
Company;

     

     Following
the Effective Date, the Company is merged or consolidated with another
corporation and as a result of such merger or consolidation less than 50 percent
of the outstanding voting securities of the surviving or resulting corporation
shall then be owned in the aggregate by the former shareholders of the Company,
other than (A) any party to such merger or consolidation, or (B) any affiliates
of any such party, unless in each such case, the party to the merger or
consolidation, or its affiliates owned a beneficial  interest in at
least 35 percent of the outstanding  voting securities of the Company
as of the Effective Date; or

     

     The
Company transfers more than 50 percent of its assets, or the last of a series of
transfers results in the transfer of more than 50 percent of the assets of the
Company, to another entity that is not wholly-owned by the
Company.  For purposes of this subsection (v), the determination of
what constitutes 50 percent of the assets of the Company shall be made by the
Board of Directors of the Company, as constituted immediately prior to the
events that would constitute a change of control if 50 percent of the Company's
assets were transferred in connection with such events, in its sole
discretion.

     

     General
Confidentiality.

     

     Confidential
Information.  All Company information with which Employee deals
and all non-public information concerning the Company's operations, business
methods, business strategies and plans, including Company Intellectual Property
shall constitute confidential information of the Company ("Confidential
Information").  Employee shall hold all Confidential Information in
the strictest confidence and shall protect all Confidential Information with the
same degree of care that he exercises with respect to its own proprietary
information.  Without the prior written consent of the Company, the
Employee shall neither use, disclose, divulge or otherwise disseminate any
Confidential Information to any person or entity; provided,

     


    
      
         


      

      
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    however,
that Employee may disclose, distribute, publish or use any Confidential
Information in situations in which and to the extent that the disclosure,
distribution, publication or use thereof either (a) is necessary for the
performance of his obligations hereunder or (b) is required to be disclosed in
connection with a bona fide legal proceeding (including, but not limited to a
proceeding to enforce the provisions of this Agreement) or governmental
investigation, provided that Employee shall limit the
disclosure,  distribution, publication and use of such Confidential
Information to the maximum extent practicable under the
circumstances.

     

     Limitations on Confidential
Information.  Notwithstanding Section 8.1 hereof, Employee
shall have no obligations with respect to any Confidential Information which (a)
is or becomes within the public domain through no act of the Employee in breach
of this Agreement, (b) is lawfully received from another source subsequent to
the date of this Agreement without any restriction on use or disclosure, (c) is
deemed in writing by the Company no longer to be Confidential Information, or
(d) is required to be disclosed by order of any court of competent jurisdiction
or other  governmental authority (provided in such latter case,
however, that the Employee shall timely inform the Company of all such legal or
governmental  proceedings so that the Company may attempt by
appropriate legal means to limit such  disclosure, and the Employee
shall further use its best reasonable efforts to limit the disclosure and
maintain confidentiality to the maximum extent possible).

     

     Miscellaneous
Provisions.

     

     Insurance.  The
Company, in its sole discretion, may apply for and obtain insurance on the life
of Employee in such forms and amounts as the Company may determine from time to
time. Any such insurance policy shall be owned by the Company for its own
benefit, and Employee shall not have any interest therein or right to the
proceeds thereof. Upon request by the Company, Employee shall submit to such
medical examinations, supply such information, and execute and deliver such
documents and instruments as any insurance company to which the Company has
applied for such insurance may require.

     

     Notices.  All
notices and other communications given by any party hereto in connection
herewith (a) must be in writing and (b) may be served only by (i) depositing the
same in the United States mail, properly addressed as provided herein, postage
prepaid, registered or certified mail, and with return receipt requested, or
(ii) delivering the same in person. Any notice or other communication deposited
in the mail in the manner provided herein shall be effective upon the earlier to
occur of receipt by the addressee or the expiration of3 days after the date on
which it is so deposited, and any notice or other communication delivered in
person shall be effective when it is received by the addressee. For the purpose
hereof, the addresses of the parties hereto shall be as follows:

     

    Company:                              Cistera
Networks, Inc.

    6509
Windcrest Drive, Suite 160

    Plano,
Texas 75024 Fax: 972-381-4635

    Attention:
President and CEO

    


    Employee:                   
          Richard P.
McDowell


    
      
         


      

      
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    Any party
hereto may change its address for the purposes hereof by giving written notice
of such change of address to the other parties as specified herein.

     

     Superseding
Agreement.  This Agreement supersedes all prior negotiations,
understandings and agreements among the parties hereto relating to the subject
matters hereof.

     

     Amendments.  No
alterations, modifications, amendments or changes in this Agreement shall be
effective or binding on any party hereto, unless the same shall be in writing
and executed by all of the parties hereto.

     

     Enforceability.  This
Agreement and all agreements and covenants made by the parties hereto under this
Agreement shall inure to the benefit of, and be enforceable by and against,
their respective heirs, successors, legal representatives and permitted
assignees.

     

     Assignments.  The
Company may not assign, convey, transfer or otherwise dispose of all or any
portion of its interest in this Agreement or its rights or obligations hereunder
without the prior written consent of Employee.  The rights and
obligations of Employee hereunder are personal; therefore, Employee shall not
assign, convey, transfer or otherwise dispose of, voluntarily or involuntarily,
all or any portion of his interest in this Agreement or his rights or
obligations hereunder.  Any such assignment, conveyance, transfer or
other disposition made or attempted by the Company or Employee in breach or
violation of this Section 9.6 shall be null and void and of no
effect.

     

     Governing  Law.  This
Agreement shall be governed by, construed under, and enforced in accordance with
the laws of Texas.

     

     Modification and
Severability.  If a court of competent jurisdiction declares
that any provision of this Agreement is illegal, invalid or unenforceable, then
such provision shall be modified automatically to the extent necessary to make
such provision fully enforceable.  If such court does not modify any
such provision as contemplated herein, but instead declares it to be wholly
illegal, invalid or unenforceable, then such provision as severed from this
Agreement, and such declaration shall in no way affect the legality, validity
and enforceability of the other provisions of this Agreement to which such
declaration does not relate.  In this event, this Agreement shall be
construed as if it did not contain the particular provision held to be illegal,
invalid or unenforceable, the rights and obligations of the parties hereto shall
be construed and enforced accordingly, and this Agreement otherwise shall remain
in full force and effect.

     

     Captions.  The
captions contained herein are for the purpose of reference only and shall not
affect in any way the meaning, interpretation or scope of this
Agreement.

     

     Waivers.  Any
waiver by any party hereto of any breach or violation of any provision of this
Agreement by any other party shall not operate or be construed as a waiver by
such party of any subsequent breach or violation thereof.

     


    
      
         


      

      
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     Remedies.  Employee
understands and hereby agrees that any breach or violation or threatened breach
or violation by Employee of any of his obligations under Sections 5,6 and 8 will
result in immediate and irreparable harm to the Company, and no adequate remedy
at law is available to the Company for any such breach or violation or
threatened breach or violation; therefore, upon any breach or violation or
threatened breach or violation by Employee of any of his obligations under
Sections 5, 6 and 8, the Company shall be entitled to injunctive relief in any
court of competent  jurisdiction, provided that nothing contained
herein shall be construed to prohibit the Company from pursuing any
other  remedy at law or in equity available to the Company therefore.
The remedies of each party hereto under this Agreement shall be cumulative of
each other and of the remedies at law or in equity available to the
parties.  Each party's full or partial exercise of any such remedy
shall not preclude any subsequent exercise by such party of the same or any
other remedy.

     

     Multiple
Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original for all purposes,
and all of which together shall constitute one and the same
instrument.

     

     Dispute
Resolution.  Except as provided in Section 9.11 of this
Agreement, any and all disputes, controversies, or claims arising out of or
relating to your employment or cessation of employment with Company shall be
settled exclusively by final and binding arbitration in Dallas, Texas before an
arbitrator selected -in accordance with the Employment Dispute Resolution Rules
of the American Arbitration Association ("AAA "). Such disputes include, but are
not limited to, claims arising under this Agreement as well as other
employment-related legal claims such as discrimination or tort. Any arbitration
shall be conducted in accordance with the Employment Dispute Resolution Rules of
the AM.

     

    This
Agreement is executed by the parties hereto on the Effective Date.

     

    


     CISTERA
NETWORKS,
INC.                                                                    EMPLOYEE

    


    By:/s/
Derek
Downs                                                                                     By:
/s/ Richard P. McDowell

    


    Name:
Derek
Downs                                                                                    Name:
Richard P. McDowell

    


    Title:
Chief Executive Officer

    


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