Exhibit 10.4


 


FULL SPECTRUM INC.


 


September 24, 2007


 


Menashe Shahar


1335 McKenzie Ave.


Los Altos, CA 94024


 


Re: Employment Agreement 


 


Dear Mr. Shahar:


 


This
letter agreement (the "Letter Agreement") constitutes an offer of employment on behalf of Full Spectrum
Inc., a Delaware corporation (the "Company") to the undersigned individual (the "Executive"
or “Employee”).
The terms of this offer are as set forth below: 


 


1.            Position.
You shall continue to serve as the Company's Chief Technology Officer. Your responsibilities in these positions shall be determined
by the Company's Board of Directors. You shall devote the whole of your time, attention and ability to the business of the Company
and shall well and faithfully serve the Company and shall use his best efforts to promote the interests of the Company. You appreciate
that your duties may involve significant travel from your place of employment (both within and outside the country in which that
place is located), and you agree to travel as reasonably required in order to fulfill your duties


 


2.            Compensation.
In connection with your employment, the Company will pay you the following salary and other compensation:


 


(a)          Salary.
You will be paid a base salary at the annual rate of $150,000.00 (your "Base Salary"), payable in accordance
with the Company's standard payroll practices less applicable withholdings. The Board of Directors will review your Base Salary
annually and, in its sole discretion, consider any increases it deems warranted at that time.


 


(b)          Other
Compensation. You will be eligible to participate in the benefit plans established for Company employees who are located in
Northern California, including group life, health, and dental coverage; in each case to the same extent and in the same manner
as other similarly situated executives.


 


(c)          Right
to Change Plans. Nothing in this letter will be construed to limit, condition or otherwise encumber the Company's right to
amend, discontinue, substitute or maintain any employee benefits plan, program or perquisite.


 




     


     


    

 


(d)          Paid
Time Off (PTO) / Paid Holidays. You shall accrue PTO at the rate of 21 days for each calendar year, prorated as applicable for
any partial calendar year and subject to the terms of the Company's vacation policy. PTO is meant to include all vacation, personnel
and sick days. You shall not be entitled to any additional PTO. You shall be compensated at the usual rate of base compensation
for any PTO. You shall also be entitled to paid Company Holidays as generally given by the Company. Company Holidays are currently
defined as New Year's Day, Memorial Day, Independence Day, Labor Day, the day before Thanksgiving Day, Thanksgiving Day and Christmas
Day.


 


3.            Expense
Reimbursement. You shall be entitled to reimbursement for ordinary, necessary and reasonable out-of-pocket trade or business
expenses which you incur in connection with performing your duties under this Letter Agreement. The reimbursement of all such expenses
shall be made upon presentation of evidence reasonably satisfactory to the Company of the amounts and nature of such expenses and
shall be subject to the reasonable approval of the Company's executive officers or Board of Directors.


 


4.              Additional
Agreements; Non-compete; Non-solicitation. As a Company Executive, you will be expected to abide by Company rules and
regulations including insider trading policies and underwriter lock ups, from time to time in force which are brought to his notice.
You will be specifically required to sign an acknowledgement that you have read and understand the Company rules of conduct which
will be included in a handbook which the Company will soon complete and distribute. You will be expected to sign (if you have
not already done so) and comply with the Employment, Non competition, Confidential Information and Intellectual Property Assignment
Agreement attached as Exhibit B, which requires, among other things, the assignment of your rights to any intellectual
property made during your association with the Company, and non-disclosure of proprietary information.


 


5.            At-Will
Employment. Your employment with the Company will be "at will," meaning that either you or the Company
will be entitled to terminate your employment at any time and for any reason, with or without cause. Any contrary representations
that may have been made to you are superseded by this Letter Agreement. This is the full and complete agreement between you and
the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company's human resources
policies and procedures, may change from time to time, the "at will" nature of your employment may only be changed
in an express written agreement signed by you and a duly authorized officer of the Company.


 


(a)          Death.
If your employment terminates on the date of your death, the Company will pay your Base Salary to the end of the month during which
you died and other Accrued Obligations through the date of termination.


 


(b)          Termination
for Cause. The Company may terminate your employment at any time for Cause. As used herein, "Cause"
is defined to mean (I) you have been convicted of, or have pleaded guilty or nolo contendere to, any felony or a crime involving
moral turpitude; (II) you have engaged in willful misconduct or materially failed or refused to perform the duties assigned to
you or have performed such duties with gross negligence or have breached any terms or conditions of your agreements with the Company,
and, following 10 days written notice of such conduct, have failed to cure it; or (III) you have committed any fraud, embezzlement,
misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company. Upon termination for Cause,
the Company will pay you your (i) Base Salary accrued through the date of termination, (ii) accrued and unused vacation through
the date of termination, (iii) any unreimbursed business expenses incurred through the date of termination (and otherwise payable
in accordance with the Company's expense reimbursement policy), and (iv) all benefits accrued and vested through the date of termination
pursuant to the Company's employee benefit plans in which you then participate (the "Accrued Obligations")
up to the date of the notice of termination, which date shall be for all purposes of this Letter Agreement the date of termination
of your employment. The Company will not have any other compensation obligations to you.  


 




     


     


    




(c)          Termination
other than Death or Cause. The Company may terminate your employment for any reason not described in Section 5(a) or (b) above
at any time by giving you written notice thereof, and the date on which you received such notice will be your date of termination.
Upon such a termination, the Company will provide you with the compensation described in Section 6.


 


(d)          Constructive
Termination. You may terminate your employment for Constructive Termination (as defined below) by giving the Company written
notice thereof 30 days in advance of such effective date, which effective date shall be your date of termination; provided, however,
in the event you fail to give such notice within 90 days after the occurrence of an event constituting Constructive Termination,
you will be deemed to have waived your right to terminate your employment for Constructive Termination. Upon such a termination,
the Company will provide you with the compensation described in Section 6. Absent your express agreement to the contrary, the term
“Constructive Termination”
means: 


 


(i)          a
reduction in your Base Salary or a material adverse change to the Incentive Plan that effects you differentially and adversely
from other employees with comparable levels of responsibility;


 


(ii)         upon
the Company's or its successor's request, Executive refuses to relocate to a facility or location more than fifty (50) miles from
the Company's current location; provided, (A) the Company may require you to work on a temporary or short-term basis (not to exceed
90 days) at other locations where the Company may from time to time have operations, for which you will be paid for your expenses
incurred as business travel otherwise in accordance with the Company's business travel policy; and (B) the Company may require
you to travel (on a short term basis) to other locations on behalf of the Company;


 


(iii)        if
you are subjected to discrimination, harassment or abuse as a result of your race, color, religion, creed, sex, age, national origin,
sexual orientation or disability;


 


(iv)        a
failure of a successor of the Company to assume the obligations of this agreement;


 


(v)         a
material breach by the Company of this agreement;


 




     


     


    

 


provided that, in each such case, the Company
has 15 days following receipt of such written notice from you to cure. For purposes of this Section, an isolated, immaterial and
inadvertent action not taken in bad faith by the Company that is remedied by the Company promptly after receipt of written notice
thereof given by you will not be considered Constructive Termination. Furthermore, a reduction in your duties or removal as the
Company Chief Financial Officer or Secretary will not be considered Constructive Termination.


 


(e)          Voluntary
Termination. You may terminate your employment at any time for a reason other than Constructive Termination, and the effective
date of your termination will be the date on which such notice is received by the Company. The Company will pay you your Accrued
Obligations through the date of termination. The Company will have no other obligations to you.


 


(f)          Board.
Notwithstanding the foregoing, the termination of your employment hereunder for any reason shall automatically be deemed as your
resignation from the Board of Directors of the Company and any affiliates without any further action, except when the Board shall,
in writing, request a continuation of duty as a Director in its sole discretion.


 


6.            Severance
Compensation. Notwithstanding the above, in the event of you are terminated anytime within three years of this Letter Agreement
by the Company without Cause or you terminate your employment due to Constructive Termination, the Company will provide you the
following compensation:


 


(a)          The
Company will pay you (i) your Accrued Obligations through the date of termination, and (ii) your continued Base Salary for a period
of six months following the date of termination.


 


(b)          During
the six month period that you receive severance pay under this Section 6, your COBRA continuation coverage will be at the same
employee cost as such group health coverage is made available to covered active Company employees.


 


(c)          The
provision of the foregoing severance is conditioned upon receipt from you of a signed a general release and non-disparagement
agreement (the "Waiver and Release of Claims" in the form attached
hereto as Exhibit A) and your continued compliance with the terms of this Agreement. 


 


7.            Outside
Activities During Employment; No Conflicting Obligations. In addition to any obligations contained in the Employment,
Non competition, Confidential Information and Intellectual Property Assignment Agreement attached as Exhibit B so
long as you render services to the Company, you will not assist any person or organization in competing with the Company, or in
preparing to compete with the Company. You represent and warrant to the Company that you are under no obligations or commitments,
whether contractual or otherwise, that are inconsistent with his obligations under this Letter Agreement. You represent and warrant
that you will not use or disclose, in connection with your employment with the Company, any trade secrets or other proprietary
information or intellectual property in which you or any other person has any right, title or interest and that your employment
will not infringe or violate the rights of any other person. You represent and warrant to the Company that you have returned all
property and confidential information belonging to any prior employer.


 




     


     


    




8.            Withholding
Taxes. All forms of compensation referred to in this Letter Agreement are subject to reduction to reflect applicable withholding
and payroll taxes.


 


9.            Entire
Agreement. This Letter Agreement and the agreements referred to in this Letter Agreement contain all of the terms of your
employment with the Company and supersede any prior understandings or agreements, whether oral or written, between you and the
Company.


 


10.          Amendment
and Governing Law. This Letter Agreement may not be amended or modified except by an express written agreement signed by
you and a duly authorized officer of the Company. The terms of this Letter Agreement and the resolution of any disputes will be
governed by the laws of the State of Delaware.


 


11.          Pre-Employment
Requirements. As required by law, your employment with the Company is also contingent upon your providing legal proof of
your identity and eligibility for employment to work in the United States, and we ask for you to provide proof of such within three
(3) days of your acceptance of this offer.


 


This Letter Agreement shall be deemed effective when signed below.


 


	 	Very truly yours,
	 	 
	 	FULL SPECTRUM INC.
	 	 
	 	By:	 	 
	 	 
	 	Name:  	Stewart Kantor	 
	 	 
	 	Title:  	CEO	 


 


I have read and accept this employment offer:


 


	 	 
	Menashe Shahar	 
	 	 
	Dated:	 	 


 




     


     


    




 


EXHIBIT A


 


FULL SPECTRUM INC.


 


Waiver and Release of Claims


 


I
understand that this Release Agreement (“Release”),
constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the
subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. 


 


In consideration of benefits
I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its
parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns
and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages,
indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected,
disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me
based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events,
acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims
and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination
of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all
tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other
equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other
form of compensation; claims pursuant to any federal, state or local law or cause of action.


 


I acknowledge that I am
knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration
given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which
I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver
and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to
consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I
may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke
the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall
be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date).



 


I
acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: “A
general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement with the debtor.”
I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect
with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified
above. 


 




     


     


    




 


	 	Employee
	 	 
	 	 
	 	Menashe Shahar
	 	 
	 	Date:	 


 


[Signature Page to Waiver and Release of Claims]


 




     


     


    




 


EXHIBIT B


 


FULL SPECTRUM INC.


 


Employment, Non Competition, Confidential
Information and Intellectual Property Assignment Agreement


 


As a condition of my employment
with Full Spectrum Inc., its subsidiaries, affiliates, successors or assigns (together, the "Company"),
and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company,
I agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement (the
"Intellectual Property Agreement"):


 


1.           Employment.


 


(a)          I
understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes "at-will"
employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any
or no cause, at the option either of the Company or myself, with or without notice.


 


(b)          I
agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting
or other business activity related to the business in which the Company is now involved or becomes involved during the term of
my employment.


 


(c )


"Competitive Business" means any
business that supplies products or services competitive with those then supplied by the Company or which the Company was contemplating
supplying when the Employee was employed by the Company.


 


"Employment Period" means the period during which the
Employee is employed by the Company.


 


"Termination Date" means the date that the Employee's
employment with the Company is terminated, for any reason, in accordance with the Letter Agreement.


 


Non-Competition. I acknowledge that employment by the Company
will give me access to the Confidential Information, and that my knowledge of the Confidential Information will enable the me to
put the Company at a significant competitive disadvantage if I am employed or engaged by or becomes involved in a Competitive Business.
Accordingly, during the Employment Period and for 2 years after the Termination Date I will not, directly or indirectly, individually
or in partnership or in conjunction with any other Person:


 


(i) be engaged, directly or indirectly, in any manner
whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person,
or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business;


 




     


     


    




 


(ii) be engaged, directly or indirectly, in any manner
whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person,
or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business in a capacity in which
the loyal and complete fulfilment of my duties to that Competitive Business would (i) inherently require that I use, copy or transfer
Confidential Information, or (ii) make beneficial any use, copy or transfer of Confidential Information; or


 


(iii) advise, invest in, lend money to, guarantee the
debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty or other
compensation arrangements) in or in respect of any Person which carries on a Competitive Business.


 


The restriction in this Subsection 1(c ) will not prohibit me from
holding not more than 5% of the issued shares of a public company listed on any recognized stock exchange or traded on any bona
fide "over the counter" market anywhere in the world.


 


2.           Confidential
Information.


 


(a)          Company
Information. I agree at all times during the term of my employment (my "Relationship with the Company")
and thereafter to hold in strictest confidence, and not to use except for the benefit of the Company or to disclose to any person,
firm or corporation without written authorization of the Board of Directors of the Company, any Confidential Information of the
Company. I understand that "Confidential Information" means any Company proprietary information,
technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer
lists and customers (including, but not limited to, customers and suppliers of the Company on whom I called or with whom I became
acquainted during the term of my Relationship with the Company), markets, works of original authorship, photographs, negatives,
digital images, software, computer programs, know-how, ideas, developments, inventions (whether or not patentable), processes, formulas,
technology, designs, drawings, engineering, hardware configuration information, forecasts, strategies, marketing, finances or other
business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation
or inspection of parts or equipment. Notwithstanding the foregoing, I further understand that Confidential Information will not
include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure
by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the Company to the Second
Party through no action or inaction of the Second Party; (iii) is already in the possession of the Second Party at the time of
disclosure as shown by the Second Party's files and records prior to the time of disclosure; (iv) is obtained by the Second Party
from a third party without a breach of such third party’s
obligations of confidentiality; (v) is independently developed by the Second Party without use of or reference to the Company's
Confidential Information, as shown by documents and other competent evidence in the Second Party's possession; or (vi) is required
by law to be disclosed by the Second Party, provided that such party will give the Company written notice of such requirement prior
to disclosing so that the Company may seek a protective order or other appropriate relief. 


 




     


     


    




 


(b)          Other
Employer Information. I agree that I will not, during my Relationship with the Company, improperly use or disclose any
proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring
onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or
entity unless consented to in writing by such employer, person or entity.


 


(c)          Third
Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential
or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use
it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence
and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company
consistent with the Company's agreement with such third party.


 


3.           Intellectual
Property.


 


(a)          Assignment
of Intellectual Property. I agree that I will promptly make full written disclosure to the Company, will hold in trust
for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest
in and to any original works of authorship, inventions, concepts, improvements or trade secrets, whether or not patentable or registrable
under copyright or similar laws, which I 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 I am in the service of the Company (collectively referred to as
"Intellectual Property") and which (i) are developed using the equipment, supplies, facilities or Confidential
Information of the Company, (ii) result from or are suggested by work performed by me for the Company, or (iii) relate to the business,
or to the actual or demonstrably anticipated research or development of the Company. The Intellectual Property will be the sole
and exclusive property of the Company. I further acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of and during the period of my Relationship 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. To the extent any
Intellectual Property is not deemed to be work for hire, then I will and hereby do assign all my right, title and interest in such
Intellectual Property to the Company, except as provided in Section 3(e).


 


(b)          Patent
and Copyright Registrations. I agree to assist the Company, or its designee, at the Company's expense, in every proper
way to secure the Company's rights in the Intellectual Property and any copyrights, patents or other intellectual property 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 necessary in order to apply for and obtain 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 Intellectual Property, and any copyrights, patents
or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed,
when it is in my power to do so, any such instrument or papers shall continue after the termination of this Intellectual Property
Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my assistance
in perfecting the rights transferred in this Intellectual Property Agreement, then I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to
execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters
patent or copyright registrations thereon with the same legal force and effect as if executed by me. The designation and appointment
of the Company and its duly authorized officers and agents as my agent and attorney in fact shall be deemed to be coupled with
an interest and therefore irrevocable.


 




     


     


    




(c)          Maintenance
of Records. I agree to keep and maintain adequate and current written records of all Intellectual Property made by me (solely
or jointly with others) during the term of my Relationship with the Company. The records will be in the form of notes, sketches,
drawings, and works of original authorship, photographs, negatives, digital images or any other format that may be specified by
the Company. The records will be available to and remain the sole property of the Company at all times.


 


(d)          Intellectual
Property Retained and Licensed. I provide below a list of all original works of authorship, inventions, developments, improvements,
and trade secrets which were made by me prior to my Relationship with the Company (collectively referred to as "Prior
Intellectual Property"), which belong to me, which relate to the Company's proposed business, products or research
and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there is
no such Prior Intellectual Property. If in the course of my Relationship with the Company, I incorporate into Company property
any Prior Intellectual Property owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property
as part of or in connection with such Company property.


 


	Prior Intellectual Property:	 	 
	 	 	Identifying Number
	Title	Date 	or Brief Description
	 	 	 
	 	 	 
	 	 	 


 


(e)          Exception
to Assignments. I understand that the provisions of this Intellectual Property Agreement requiring assignment of Intellectual
Property to the Company are limited to Section 2870 of the California Labor Code, which is attached hereto as Appendix A,
and do not apply to any intellectual property that (i) I develop entirely on my own time; and (ii) I develop without using Company
equipment, supplies, facilities, or trade secret information; and (iii) do not result from any work performed by me for
the Company; and (iv) do not relate at the time of conception or reduction to practice to the Company's current
or anticipated business, or to its actual or demonstrably anticipated research or development. Any such intellectual property
will be owned entirely by me, even if developed by me during the time period in which I am employed by the Company. I will advise
the Company promptly in writing of any intellectual property that I believe meet the criteria for exclusion set forth herein and
are not otherwise disclosed pursuant to Section 3(d) above.


 




     


     


    




(f)           Return of Company Documents.
I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession,
recreate or deliver to anyone else) any and all works of original authorship, photographs, negatives, digital images, devices,
records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment,
other documents or property, or reproductions of any aforementioned items developed by me pursuant to my Relationship with the
Company or otherwise belonging to the Company, its successors or assigns. In the event of the termination of my Relationship with
the Company, I agree to sign and deliver the "Termination Certificate" attached hereto as Appendix
B.


 


4.            Notification of New Employer.
In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer or
consulting client about my rights and obligations under this Intellectual Property Agreement.


 


5.            No Solicitation of Employees.
In consideration for my Relationship with the Company and other valuable consideration, receipt of which is hereby acknowledged,
I agree that during the period of my Relationship with the Company as an Executive, officer and/or director and for a period of
twelve (12) months thereafter I shall not solicit the employment of any person who shall then be employed by the Company (as an
employee or consultant) or who shall have been employed by the Company (as an employee or consultant) within the prior twelve (12)
month period, on behalf of myself or any other person, firm, corporation, association or other entity, directly or indirectly.


 


No Solicitation of Clients
and Suppliers. The Employee acknowledges the importance to the business carried on by the Company of the client and supplier
relationships developed by it and the unique opportunity that the Employee's employment and the Employee's access to the Confidential
Information offers to interfere with these relationships. Accordingly, the Employee will not during the Employment Period and for
a period of 2 years thereafter directly or indirectly, contact or solicit any person who the Employee knows to be a prospective,
current or former client or supplier of Company for the purpose of selling to the client or buying from the supplier any products
or services that are the same as or substantially similar to, or in any way competitive with, the products or services sold or
purchased by Company during the Employee's employment or at the end thereof, as the case may be.


 


6.            Representations. I represent
that my performance of all the terms of this Intellectual Property Agreement will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to my Relationship with the Company. I have not entered
into, and I agree I will not enter into, any oral or written agreement in conflict herewith. I agree to execute any proper oath
or verify any proper document required to carry out the terms of this Intellectual Property Agreement.


 




     


     


    




7.           Arbitration
and Equitable Relief.


 


(a)          Arbitration.
Except as provided in Section (b) below, I agree that any dispute or controversy arising out of or relating to any interpretation,
construction, performance or breach of this Intellectual Property Agreement, shall be settled by arbitration to be held in San
Francisco, California, in accordance with the rules then in effect of the American Arbitration Association, provided however, the
parties will be entitled to full and liberal evidentiary discovery in accordance with the rules governing civil litigation in courts
of the same jurisdiction. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of
the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's
decision in any court having jurisdiction. The Company will pay the costs and expenses of such arbitration, and each of us shall
separately pay our counsel fees and expenses.


 


(b)          Equitable
Remedies. Each of the Company and I agree that disputes relating to or arising out of a breach of the covenants contained
in this Intellectual Property Agreement would likely require injunctive relief to maintain the status quo of the parties pending
the appointment of an arbitrator pursuant to this Intellectual Property Agreement. The parties hereto also agree that it would
be impossible or inadequate to measure and calculate the damages from any breach of the covenants contained in this Intellectual
Property Agreement prior to resolution of any dispute pursuant to arbitration. Accordingly, pursuant to C.C.P. §1281.8(b),
if either party claims that the other party has breached any covenant of this Intellectual Property Agreement, that party will
have available, in addition to any other right or remedy, the right to obtain an injunction from a court of competent jurisdiction
restraining such breach or threatened breach and/or to specific performance of any such provision of this Intellectual Property
Agreement pending resolution of the dispute through arbitration. The parties further agree that no bond or other security shall
be required in obtaining such equitable relief and hereby consents to the issuance of such injunction and to the ordering of specific
performance. However, upon appointment of an arbitrator, the arbitrator shall review any interim, injunctive relief granted by
a court of competent jurisdiction and shall have the discretion, jurisdiction, and authority to continue, expand, or dissolve such
relief pending completion of the arbitration of such dispute or controversy. The parties agree that any orders issued by the arbitrator
may be enforced by any court of competent jurisdiction if necessary to ensure compliance by the parties.


 


8.           General
Provisions.


 


(a)          Governing
Law; Consent to Personal Jurisdiction. This Intellectual Property Agreement will be governed by the laws of the State of
California as they apply to contracts entered into and wholly to be performed within such State. I hereby expressly consent to
the nonexclusive personal jurisdiction and venue of the state and federal courts located in the federal Northern District of California
for any lawsuit filed there by either party arising from or relating to this Intellectual Property Agreement.


 


(b)          Entire
Agreement. This Intellectual Property Agreement sets forth the entire agreement and understanding between the Company and
me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Intellectual
Property Agreement, nor any waiver of any rights under this Intellectual Property Agreement, will be effective unless in writing
signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity
or scope of this Intellectual Property Agreement.


 




     


     


    

 


(c)          Severability.
If one or more of the provisions in this Intellectual Property Agreement are deemed void by law, then the remaining provisions
will continue in full force and effect.


 


Successors and Assigns. This Intellectual Property
Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit
of the Company, its successors, and its assigns.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




     


     


    

  


IN WITNESS WHEREOF, the undersigned has executed this Employment,
Confidential Information and Intellectual Property Assignment Agreement as of _____, 2007.


 





	 	By:	 
	 	 	 
	 	Name:  	Menashe Shahar
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 




 





	WITNESS	 
	 	 
	By:	 	 
	 	 
	Name:	 	 
	 	 
	Address:	 	 
	 	 	 
	 	 	 




 







     


     


    

  


APPENDIX A


 


California Labor Code Section 2870. Application of provision
that employee shall assign or offer to assign rights in invention to employer. 


 


(a)          Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time
without using the employer’s equipment, supplies, facilities,
or trade secret information except for those inventions that either: 


 


(1)         Relate
at the time of conception or reduction to practice of the invention to the employer’s
business, or actual or demonstrably anticipated research or development of the employer. 


 


(2)         Result
from any work performed by the employee for the employer.


 


(b)          To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.


 




     


     


    

  


APPENDIX B


 


FULL SPECTRUM INC.


Termination Certificate


 


This is to certify that I do not have in my
possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items
belonging to Full Spectrum Inc., its subsidiaries, affiliates, successors or assigns (together, the "Company").


 


I further certify that I have complied with
all the terms of the Company's Employment, Confidential Information and Intellectual Property Assignment Agreement signed by me
(the "Intellectual Property Agreement"), including the reporting of any Intellectual Property (as defined
therein), conceived or made by me (solely or jointly with others) covered by the Intellectual Property Agreement.


 


I further agree that, in compliance with the
Intellectual Property Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary
information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs,
data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining
to any business of the Company or any of its employees, clients, consultants or licensees.


 


I further agree that for twelve (12) months
from this date, I shall not solicit the employment of any person who shall then be employed by the Company (as an employee or consultant)
or who shall have been employed by the Company (as an employee or consultant) within the prior twelve (12) month period, on behalf
of myself or any other person, firm, corporation, association or other entity, directly or indirectly, all as provided more fully
with the Intellectual Property Agreement.


 


	Date: __________________, ________	 
	 	(Signature)