Unassociated Document


    Exhibit
10.3

     

    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (“Agreement”) dated and
effective as of December 29, 2009 (the “Effective Date”), between
Enable Holdings, Inc., a Delaware corporation, together with its affiliates,
subsidiaries, successors and assigns (the “Company”) and Timothy E.
Takesue, an individual (the “Executive”).  This
Agreement shall not be effective in any respect if the Company does not
successfully complete the $3,750,000 private placement of the Company’s Series 1
Preferred Stock which it is undertaking immediately prior to the Effective
Date.

     

    1.           Employment
Period.  As of the Effective Date, the Company shall employ the
Executive, and the Executive agrees to be employed by Company in the position of
Executive Vice President of Account Management in accordance with the terms and
subject to the conditions of this Agreement, commencing on the Effective Date
and terminating on the day which is the second anniversary of the Effective
Date, unless terminated in accordance with the provisions of Section 11, in
which case the provisions of Section 11 shall control (the “Term”). Upon expiration of the
Term and thereafter, it shall automatically renew itself and continue in full
force and effect from year to year unless written notice of election not to
renew, or written notice of election to modify any provision of this Agreement,
is given by one party, and received by the other not later than 60 days prior to
the expiration of this Agreement or any extension hereto.

     

    The
Executive and the Company affirm and acknowledge that the Executive shall be
employed by the Company as an employee at will and shall be treated as such an
employee at will is so treated under the laws of the State of
Illinois.

     

    The
Executive affirms that, except as otherwise set forth herein, no obligation
exists between the Executive and any other entity which would prevent or impede
the Executive’s immediate and full performance of every obligation of this
Agreement.

     

    2.           Position
and Duties.  During the Term of the Executive’s employment
hereunder, the Executive shall continue to serve in, and assume duties and
responsibilities consistent with, the position of Executive Vice President of
Account Management.  The Executive agrees to devote his working time, as set forth in Section
4 hereof, utilizing his skill, energy and best business efforts on behalf of the
Company.  Notwithstanding anything to the contrary contained herein,
upon written notice to the Board of Directors (the “Board”) the Executive may hold
officer and non-executive director positions (or the equivalent position) in or
at other entities not inconsistent with the best interests of the Company so
long as the Board has not provided Executive written notice that it has
determined that such activities will interfere with his ability to perform his
duties and responsibilities hereunder.

     

    3.           No
Conflicts.  The Executive covenants and agrees that for so long
as he is employed by the Company, he shall inform the Company of each and every
business opportunity related to the business of the Company of which he becomes
aware, and that he will not, directly or indirectly, exploit any such
opportunity for his own account, nor will he render any services to any other
person or business, acquire any interest of any type in any other business
(except for an ownership interest of not more than 1% of a publicly traded
entity) or engage in any activities that conflict with the Company’s best
interests or which is in competition with the Company.

     

    4.           Days/Hours
of Work and Work Week.  The Executive shall normally work 5
days per week and his hours of work shall be appropriate to the nature of the
Executive’s duties and responsibilities with the Company, it being recognized
that such duties and responsibilities require flexibility in the Executive’s
work schedule.

     

    5.           Employment
Location.  The locus of the Executive’s employment with the
Company shall be the Company’s principal executive office which is currently
located at 1140 W. Thorndale Avenue, Itasca, Illinois 60143.

     

    
      
        
        

      

      
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    6.           Compensation.

     

    (a)           Base
Salary.  During the first 12 months of the Term, the Company
shall pay, and the Executive agrees to accept, in consideration for the
Executive’s services hereunder, an annual salary of $120,000, less all
applicable taxes and other appropriate deductions.  The Company’s
Board shall annually review the Executive’s base salary to determine whether
such salary should be increased and the amount of any such increase shall be
within the Board’s sole discretion.

     

    (b)           Performance
Bonus.  Subsequent to the execution of this Agreement, the
Board, based on the recommendation of its Compensation Committee, shall work to
put in place a fair performance bonus program that will reward the Executive for
the Company’s performance and for the Company’s hitting certain milestones that
are determined in advance by the Board.

     

    (c)           Equity
Compensation.  Executive shall be eligible to receive, from
time to time, equity compensation pursuant to the Company’s 2005 Equity
Incentive Plan or other similar incentive plan, as determined by the Board,
based on guidelines and procedures established by the Board.

     

    7.           Business
Expenses.  During the Term of this Agreement, the Executive
shall be entitled to payment or reimbursement of any and all reasonable expenses
paid or incurred by him in connection with and related to the performance of his
duties and responsibilities hereunder for the Company.  All requests
by the Executive for payment of reimbursement of such expenses shall be
supported by appropriate invoices, vouchers, receipts or such other supporting
documentation in such form and containing such information as the Company may
from time to time reasonably require, evidencing that the Executive, in fact,
incurred or paid said expenses and shall approved by the Chairman of the
Company’s Audit Committee.

     

    8.           Vacation.  During
the Term of this Agreement, the Executive shall be entitled to accrue 20
vacation days per year.  The Executive shall be entitled to carry over
any accrued, unused vacation days from year to year not to exceed a carryover of
10 vacation days per year.

     

    9.           Equity
Compensation.  The Executive shall be granted, subject to the
approval of the Board, equity compensation pursuant to the Company’s 2005 Equity
Incentive Plan.  Such equity compensation shall be determined by the
Board in its sole discretion and presented to the Executive prior to the
Effective Date.  Any such equity compensation shall be granted at an
exercise price equal to the fair market value of the Common Stock as of the date
of grant.  The equity compensation granted pursuant to this Section
and each subsequent grant of equity compensation granted to the Executive during
the Term shall be evidenced by a written agreement.

     

    10.           Other
Benefits.  During the Term of this Agreement, the Executive
shall be eligible to participate in incentive, savings, retirement (401(k)), and
welfare benefit plans, including, without limitation, health, medical, dental,
vision, life (including accidental death and dismemberment) and disability
insurance plans (collectively, “Benefit Plans”), in
substantially the same manner and at substantially the same levels as the
Company makes such opportunities available to the Company’s executive
employees.

     

    
      
        
        

      

      
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    11.           Termination
of Employment.

     

    (a)           Death.  In the event
that, during the Term of this Agreement, the Executive dies, this Agreement and
the Executive’s employment with the Company shall automatically terminate and
the Company shall have no further obligations to the Executive or his heirs,
administrators or executors with respect to compensation and benefits accruing
thereafter, except for the obligation to pay the Executive’s heirs,
administrators or executors any earned but unpaid base salary, unpaid pro rata annual bonus and
unused vacation days accrued through the date of death, including any carryover
days. The Company shall deduct, from all payments made hereunder, all applicable
taxes, including income tax, FICA and FUTA, and other appropriate
deductions.

     

    (b)           Disability.  In the event
that, during the Term of this Agreement, the Executive shall be prevented from
performing his duties and responsibilities hereunder to the full extent required
by the Company by reason of Disability, as defined below, this Agreement and the
Executive’s employment with the Company shall automatically terminate and the
Company shall have no further obligations to the Executive or his heirs,
administrators or executors with respect to compensation and benefits accruing
thereafter, except for the obligation to pay the Executor’s heirs,
administrators or executors any earned but unpaid base salary, unpaid pro rata annual bonus and
unused vacation days accrued through the date of Disability, including any
carryover days.  The Company shall deduct, from all payments made
hereunder, all applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions through the last date of the Executive’s employment with
the Company.  For purposes of this Agreement, “Disability” shall mean a
physical or mental disability that, in the Board’s discretion, based upon the
medical opinions of two qualified physicians specializing in the area or areas
of the Executive’s affliction, one of whom shall be chosen by the Board and one
of whom shall be chosen by the Executive, prevents the performance by the
Executive, with or without reasonable accommodation, of his duties and
responsibilities hereunder for a continuous period of not less than six
consecutive months. 

     

    (c)           Cause.

     

    (i)           At
any time during the Term of this Agreement, the Company may terminate this
Agreement and the Executive’s employment hereunder for Cause.  For
purposes of this Agreement, “Cause” shall
mean:  (a) the willful and continued failure of the Executive to
substantially perform his duties to and responsibilities for the Company (other
than any such failure resulting from a Disability); (b) the conviction of, or
plea of guilty or nolo
contendere to a felony; or (c) fraud, dishonesty, competition with the
Company, unauthorized use of any of the Company’s or any subsidiary’s trade
secrets or confidential information, a material breach of the Company’s policies
or codes of conduct, a willful or material breach of any agreement between the
Executive and the Company, including this Agreement, or gross misconduct which
is materially and demonstratively injurious to the Company.

     

    (ii)           Termination
of the Executive for Cause shall be made by delivery to the Executive of written
notice from the Board specifying the basis of the Executive’s termination is for
Cause, describing the conduct or circumstances justifying termination for Cause,
and indicating that the Board has found that such conduct or circumstances has
occurred and warrants the Executive’s termination of employment for
Cause.  Upon receipt of such demand or notice, the Executive, shall be
entitled to appear before the Board for the purpose of demonstrating that the
conduct indicated does not exist or that breach of 11(c)(i)(A) has been
cured.  After such appearance, the Board shall make a final
determination on the existence of a basis warranting Executive’s termination for
Cause. No termination for Cause will be final until the Board has reached such a
determination.

     

    (iii)           Upon
termination of Executive’s employment for Cause, the Company shall have no
further obligations or liability to the Executive or his heirs, administrators
or executors with respect to compensation and benefits thereafter, except for
the obligation to pay the Executive any earned but unpaid base salary through
the Executive’s last day of employment with the Company.  The Company
shall deduct, from all payments made hereunder, all applicable taxes, including
income tax, FICA and FUTA, and other appropriate deductions.

     

    
      
        
        

      

      
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    (d)           Good Reason.

     

    (i)           At
any time during the Term of this Agreement, subject to the conditions set forth
in Section 11(d) (iii) below, the Executive may terminate this Agreement and the
Executive’s employment with the Company for Good Reason.  For purposes
of this Agreement, Good
Reason shall mean the occurrence, without the Executive’s consent, of any
of the following events:  (A) the assignment of duties and
responsibilities that are inconsistent with and reflect a substantial diminution
in the duties and responsibilities assumed by the Executive on the Effective
Date; (B) a Change of Control (as defined in Section 11(d)(ii) herein below)
that results in the termination of the Executive’s employment with the Company
or a material adverse change in the Executive’s duties and responsibilities or,
as applicable, in connection with which the successor does not agree to assume,
or is not deemed to assume by operation of law, the Company’s obligations under
this Agreement; (C) a material breach of this Agreement by the Company; (D) a
relocation of the Company’s principal executive offices to a location that is
greater than 50 miles from its current location; or (E) a reduction in the
Executive’s base salary or a material reduction in other benefits, as described
in Section 10(a), other than reductions generally applicable to executives of
the Company.

     

    (ii)           For
purposes of this Agreement, “Change of Control”
means:  (A) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company other than any sale, lease, exchange or other
transfer to any company where the Company owns, directly or indirectly, 100
percent of the outstanding voting securities of such company after any such
transfer; (B) any person or persons (as such term is used in Section 13(d) of
the Exchange Act of 1934, as amended), other than the  holders of
voting securities of the Company as of the Effective Date, shall acquire or
become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) whether directly, indirectly, beneficially or of record, of 51% or more of
outstanding voting securities of the Company; or (C) consummation by any entity,
person, or group (including any affiliate thereof, other than the Company) of a
tender offer or exchange offer where the offeree acquires more than 51% of the
then outstanding voting securities of the Company.

     

    (iii)           The
Executive shall be entitled to terminate this Agreement for Good Reason if
Executive has delivered to the Company written notice of his intention to
terminate this Agreement for Good Reason promptly, and in no event longer than 5
business days, after either the date on which the Executive (A) receives written
notice from the Company of the occurrence of an event within the meaning of Good
Reason under Section 11(d)(i) or (B) obtains actual knowledge of the occurrence
of an event within the meaning of Good Reason under Section 11(d)(i) and which
provides, in reasonable detail, the circumstances of the occurrence of the
event; provided, however, that the Executive shall not be entitled to terminate
this Agreement for Good Cause if the Company eliminates such event or
circumstances within 10 days of the Company’s receipt of the written notice
described in this Section.

     

    (iv)           In
the event that Executive terminates this Agreement for Good Reason, the Company
shall pay or provide to the Executive (or, following his death, to the
Executive’s heirs, administrators or executors) any earned but unpaid base
salary, unpaid pro rata
annual bonus and unused vacation days accrued through the Executive’s last day
of employment with the Company, including any carryover days. In addition, the
Company shall pay Executive in 4 equal semi-monthly installments as severance an
amount equal to the Executive’s annual base salary on the date of the
termination of this Agreement in accordance with the Company’s standard payroll
schedule less all applicable taxes and other appropriate deductions and
adjustments pursuant to the Company’s employee compensation policies in effect
on such date and provided the Executive agrees to execute the Company’s standard
separation and release agreement and Executive shall receive for a period of 12
months following the date of termination, coverage, at the Company’s expense,
under the Benefits Plans; provided, however, that continued coverage shall be
canceled or reduced to the extent of any comparable benefit coverage offered to
the Executive by a subsequent employer or other person or entity for which the
Executive performs services, including but not limited to consulting
services.  The Company shall deduct, from all payments made hereunder,
all applicable taxes, including income tax, FICA and FUTA, and other appropriate
deductions.

     

    
      
        
        

      

      
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    (e)           Without Cause.

     

    (i)           By The
Executive.  At any time during the Term of this Agreement, the
Executive shall be entitled to terminate this Agreement without Cause by
providing 30 days prior written notice of such intent to terminate to the
Company.  Upon termination by the Executive of this Agreement pursuant
to this Section, the Company shall have no further obligations to the Executive
or his heirs, administrators or executors with respect to compensation and
benefits thereafter, except for the obligation to pay the Executive (or,
following his death, to the Executive’s heirs, administrators or executors) any
earned but unpaid base salary, pro rata annual bonus and
unused vacation days accrued through the Executive’s last day of employment with
the Company.  The Company shall deduct, from all payments made
hereunder, all applicable taxes, including income tax, FICA and FUTA, and other
appropriate deductions.

     

    (ii)           By The Company.  At
any time during the Term of this Agreement, the Company shall be entitled to
terminate this Agreement without Cause by providing 30 days prior written notice
of such intent to the Executive.  Upon termination by the Company of
this Agreement without Cause, the Company shall pay or provide to the Executive
(or, following his death, to the Executive’s heirs, administrators or executors)
any earned but unpaid base salary, unpaid pro rata annual bonus and
unused vacation days accrued through the Executive’s last day of employment with
the Company, including any carryover days.  In addition, so long as
Executive has not and does not violate the provisions of Sections 12 and 13 of
this Agreement, the Company shall pay or provide to the Executive as severance
in 4 equal semi-monthly installments an amount equal to the Executive’s annual
base salary on the date of the termination of this Agreement in accordance with
the Company’s standard payroll schedule less all applicable taxes and other
appropriate deductions and adjustments pursuant to the Company’s employee
compensation policies in effect on such date and provided the Executive agrees
to execute the Company’s standard separation and release agreement and Executive
shall receive for a period of 12 months following the date of termination,
payment or reimbursement, at the Company’s expense, of Executive’s COBRA rights
under the Benefits Plans (if Executive elects COBRA continuation); provided,
however, that such continued benefit plan coverage shall be canceled or reduced
to the extent of any comparable benefit coverage offered to the Executive by a
subsequent employer or other person or entity for which the Executive performs
services, including but not limited to consulting services.  The
Company shall deduct, from all payments made hereunder, all applicable taxes,
including income tax, FICA and FUTA, and other appropriate
deductions.

     

    12.           Confidential
Information.

     

    (a)           The
Executive expressly acknowledges that, in the performance of his duties and
responsibilities with the Company, he has been exposed, and will be exposed, to
the trade secrets, business and/or financial secrets and confidential and
proprietary information of the Company, its affiliates and/or its clients or
customers (“Confidential
Information”). The term “Confidential Information”
includes, without limitation, information or material that has actual or
potential commercial value to the Company, its affiliates and/or its clients or
customers and is not generally known to and is not readily ascertainable by
proper means to persons outside the Company, its affiliates and/or its clients
or customers.

     

    
      
        
        

      

      
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    (b)           Except
as authorized in writing by the Board, during the performance of the Executive’s
duties and responsibilities for the Company and until such time as any such
Confidential Information becomes generally known to and readily ascertainable by
proper means to persons outside the Company, its affiliates and/or its clients
or customers, the Executive agrees to keep strictly confidential and not use for
his personal benefit or the benefit to any other person or entity the
Confidential Information, whether or not prepared or developed by the
Executive.  Confidential Information includes, without limitation, the
following, whether or not expressed in a document or medium, regardless of the
form in which it is communicated, and whether or not marked “trade secret” or
“confidential” or any similar legend:  (i) lists of and/or information
concerning customers, suppliers, employees, consultants, and/or co-venturers of
the Company, its affiliates or its clients or customers; (ii) information
submitted by customers, suppliers, employees, consultants and/or co-venturers of
the Company, its affiliates and/or its clients or customers; (iii) information
concerning the business of the Company, its affiliates and/or its clients or
customers, including, without limitation, cost information, profits, sales
information, prices, accounting, unpublished financial information, business
plans or proposals, markets and marketing methods, advertising and marketing
strategies, administrative procedures and manuals, the terms and conditions of
the Company’s contracts and trademarks and patents under consideration,
distribution channels, franchises, investors, sponsors and advertisers; (iv)
technical information concerning products and services of the Company, its
affiliates and/or its clients or customers, including, without limitation,
product data and specifications, diagrams, flow charts, know how, processes,
designs, formulae, inventions and product development; (v) lists of and/or
information concerning applicants, candidates or other prospects for employment,
independent contractor or consultant positions at or with any actual or
prospective customer or client of Company and/or its affiliates, any and all
confidential processes, inventions or methods of conducting business of the
Company, its affiliates and/or its clients or customers; (vi) any and all
versions of proprietary computer software (including source and object code),
hardware, firmware, code, discs, tapes, data listings and documentation of the
Company, its affiliates and/or its clients or customers; (vii) any other
information disclosed to the Executive by, or which the Executive obtained under
a duty of confidence from, the Company, its affiliates and/or its clients or
customers; (viii) all other information concerning the Company not generally
known to the public which, if misused or disclosed, could reasonably be expected
to adversely affect the business of the Company, its affiliates and/or its
clients or customers. Confidential Information shall not include (i) information
which is in the public domain or which enters the public domain without the
fault of Executive, (ii) information which was in the possession of Executive in
written or other documentary form prior to the time of disclosure by the Company
to Executive, and (iii) information which is required by Executive to be
disclosed in legal proceedings, including pursuant to subpoena or court
order.

     

    (c)           The
Executive affirms that he does not possess and will not rely upon the protected
trade secrets or confidential or proprietary information of his prior
employer(s) in providing services to the Company.

     

    (d)           In
the event that the Executive’s employment with the Company terminates for any
reason, the Executive shall deliver forthwith to the Company any and all
originals and copies of Confidential Information.

     

    
      
        
        

      

      
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    13.           Ownership
and Assignment of Inventions. 

     

    (a)           The
Executive acknowledges that, in connection with his duties and responsibilities
relating to his employment with the Company, he and/or other employees of the
Company working with him, without him or under his supervision, may create,
conceive of, make, prepare, work on or contribute to the creation of, or may be
asked by the Company or its affiliates to create, conceive of, make, prepare,
work on or contribute to the creation of, without limitation, lists, business
diaries, business address books (except for business
addresses and business address books not related to the Company), documentation,
ideas, concepts, inventions, designs, works of authorship, computer programs,
audio/visual works, developments, proposals, works for hire or other materials
to the extent that any of the same relate to any actual or reasonably
anticipated business of the Company or any of the Company’s affiliates (“Inventions”).  Executive
expressly acknowledges that all of his activities and efforts relating to any
Inventions, whether or not performed during his or the Company’s regular
business hours, are within the scope of his employment with the Company and that
the Company owns all right, title and interest in and to all Inventions,
including, to the extent that they exist, all intellectual property rights
thereto, including, without limitation, copyrights, patents and trademarks in
and to all Inventions.  The Executive also acknowledges and agrees
that the Company owns and is entitled to sole ownership of all rights and
proceeds to all Inventions.

     

    (b)           The
Executive expressly acknowledges and agrees to assign to the Company, and hereby
assigns to the Company, all of the Executive’s right, title and interest in and
to all Inventions, including, to the extent they exist, all intellectual
property rights thereto, including, without limitation, copyrights, patents and
trademarks in and to all Inventions.

     

    (c)           In
connection with all Inventions, the Executive agrees to disclose any Invention
promptly to the Company and to no other person or entity.  The
Executive further agrees to execute promptly, at the Company’s request, specific
written assignments of the Executive’s right, title and interest in any
Inventions, and do anything else reasonably necessary to enable the Company to
secure or obtain a copyright, patent, trademark or other form of protection in
or for any Invention in the United States or other countries.

     

    14.           Indemnification.  The
Company hereby covenants and agrees to indemnify the Executive to the fullest
extent permitted by law and to hold the Executive harmless fully, completely,
and absolutely against and in any respects to any and all actions, suits,
proceedings, claims, demands, judgments, costs, expenses (including attorneys’
fees), losses, and damages resulting from the Executive’s good faith performance
of his job duties pursuant to this Agreement.  The Company also hereby
agrees to cover the Executive under a directors’ and officers’ liability
insurance policy at all times while an employee and for the applicable statute
of limitations after termination hereof, with such coverage no less favorable
than that given to other executive employees of the Company.

     

    15.           Notice.  For
purposes of this Agreement, notices and all other communications provided for in
this Agreement or contemplated hereby shall be in writing and shall be deemed to
have been duly given when personally delivered, delivered by a nationally
recognized overnight delivery service or when mailed United States Certified or
registered mail, return receipt requested, postage prepaid, and addressed as
follows:

    
    

     

    
                            If
to the Company: 

    

     

    
      	 	

              Enable
      Holdings, Inc.

            
	 	

              1140
      W. Thorndale Avenue

            
	 	

              Itasca,
      Illinois 60143

            


    

    


                          If
to the Executive:

    
       

      
        	 	

                

                  Timothy
      E. Takesue

                

              


      

    

     

    
      
        
        

      

      
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    16.           Miscellaneous.

     

    (a)           Telephones,
stationery, postage, e-mail, the internet and other resources made available to
the Executive by the Company, are solely for the furtherance of the Company’s
business.

     

    (b)           All
issues and disputes concerning, relating to or arising out of this Agreement and
from the Executive’s employment by the Company, including, without limitation,
the construction and interpretation of this Agreement, shall be governed by and
construed in accordance with the internal laws of the State of Illinois, without
giving effect to that State’s principles of conflicts of law.  The
Executive hereby consents to jurisdiction in the courts of
Illinois.

     

    (c)           The
Parties agree that any provision of this Agreement deemed unenforceable or
invalid may be reformed to permit enforcement of the objectionable provision to
the fullest permissible extent. Any provision of this Agreement deemed
unenforceable after modification shall be deemed stricken from this Agreement,
with the remainder of the Agreement being given its full force and
effect.

     

    (d)           The
Company shall be entitled to equitable relief, including injunctive relief and
specific performance as against the Executive, for the Executive’s threatened or
actual breach of Sections 12 and 13 of this Agreement, as money damages for a
breach thereof would be incapable of precise estimation, uncertain, and an
insufficient remedy for an actual or threatened breach of Sections 12 and 13 of
this Agreement.  The Parties agree that any pursuit of equitable
relief in respect of Sections 12 and 13 of this Agreement shall have no effect
whatsoever regarding the continued viability and enforceability of Section 15 of
this Agreement.

     

    (e)           Any
waiver or inaction by the Company or the Executive for any breach of this
Agreement shall not be deemed a waiver of any subsequent breach of this
Agreement.

     

    (f)           The
Parties independently have made all inquiries regarding the qualifications and
business affairs of the other which either party deems necessary.  The
Executive affirms that he fully understands this Agreement’s meaning and legally
binding effect.  Each party has participated fully and equally in the
negotiation and drafting of this Agreement.

     

    (g)           The
Executive’s obligations under this Agreement are personal in nature and may not
be assigned by the Executive to any other person or entity. This Agreement shall
be enforceable by the Company and its parents, affiliates, successors and
assigns.

     

    (h)           This
instrument constitutes the entire Agreement between the Parties regarding its
subject matter.  When signed by all Parties, this Agreement supersedes
and nullifies all prior or contemporaneous conversations, negotiations, or
agreements, oral and written, regarding the subject matter of this
Agreement.  In any future construction of this Agreement, this
Agreement should be given its plain meaning.  This Agreement may be
amended only by a writing signed by the Parties.

     

    (i)           This
Agreement may be executed in counterparts, a counterpart transmitted via
facsimile, and all executed counterparts, when taken together, shall constitute
sufficient proof of the Parties’ entry into this Agreement.  The
Parties agree to execute any further or future documents which may be necessary
to allow the full performance of this Agreement.  This Agreement
contains headings for ease of reference.  The headings have no
independent meaning.

     

    [SIGNATURE
PAGE FOLLOWS]

     

    
      
        
        

      

      
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    THE
EXECUTIVE STATES THAT HE HAS FREELY AND VOLUNTARILY ENTERED INTO THIS AGREEMENT
AND THAT HE HAS READ AND UNDERSTOOD EACH AND EVERY PROVISION
THEREOF.  THIS AGREEMENT IS EFFECTIVE UPON THE EXECUTION OF THIS
AGREEMENT BY BOTH PARTIES.


    


    UNDERSTOOD,
AGREED, AND ACCEPTED:

     

    
      
        	EXECUTIVE	 	 	COMPANY	 
	 	 	 	 	 
	Timothy
      E. Takesue	 	 	Enable
      Holdings, Inc.	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
      Timothy E. Takesue

              	 	By: 	
                /s/
      

              	 
	
              	 	 	
                Name 

              	 
	
                 

              	 	 	
                Title

              	 
	 	 	 	 	 
	Date: 	 	 	Date: 	 


      

    

     

    
      
        
        

      

      
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