**EXHIBIT 10.38**EMPLOYMENT AGREEMENT BY AND BETWEEN VIEWCAST CORPORATION AND LAURIE L. LATHAM EFFECTIVE AS OF MARCH1, 2007**Employment Agreement**This Employment Agreement (this “Agreement”) is made and entered into as of the 1stday of March 2007 between ViewCast.com, Inc. (the “Employer”), a corporation, and Laurie L. Latham(the “Executive”), residing at 700 Brook Meadows Court, Southlake, TX 76092. Where not otherwisedefined herein, capitalized terms used herein have the meanings set forth in Section 9.1 of thisAgreement.     WHEREAS, the Employer wishes to employ the Executive in an executive capacity, as itsPresident and Chief Operating Officer, and Executive wishes to accept such employment, on the termsand conditions set forth herein;     NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants hereincontained, the Employer and Executive hereby agree as follows:1. Effective Date: Term. 1.1. This Agreement shall be effective as of March 1, 2007 (the “Effective Date”).  1.2. The Employer employs the Executive, and the Executive accepts such employment, for aneighteen (18) month period commencing on the Effective Date (the “Initial Term”).  1.3. The Term of the Executive’s employment under this Agreement shall be automaticallyrenewed for additional one-year terms (each a Renewal Term”) upon the expiration of theInitial Term or any Renewal Term unless the Employer or the Executive delivers to theother, at least sixty (60) days prior to the expiration of the Initial Term or the thencurrent Renewal Term, as the case may be, a written notice specifying that the Term of theExecutive’s employment will not be renewed at the end of the Initial Term or such RenewalTerm, as the case may be.
 

 
 1.4. This Agreement may be terminated prior to the expiration of the Initial Term or any RenewalTerm as provided in Section 4 of this Agreement.2. Position and Duties.          2.1. During the Initial or Renewal Term of this Agreement, the Employer shall employ theExecutive to serve as its Chief Financial Officer and Senior Vice President, Finance andAdministration. The Executive shall perform such executive, administrative and operational dutiescustomary for executives in such capacity or as may be assigned to the Executive from time to timeby the Board of Directors.          2.2. Executive agrees to serve the Employer faithfully and to the best of the Executive’sability and to devote substantially all of the Executive’s business time, attention and efforts tothe interests and business of the Employer and its Subsidiaries.          2.3. The Executive agrees at all times to perform all his duties in accordance with applicablelaws, rules and regulations and the policies and procedures of the Employer applicable to seniorexecutives in effect from time to time.3. Compensation, Benefits and Expenses.          3.1 Salary. During the period from the Effective Date through the Term of thisAgreement and except as otherwise provided in this Agreement, the Employer shall pay to Executivean annual base salary of $14,250.00 per month (the “Base Salary Amount”), in equal installmentspursuant to the Employer’s standard payroll policies and subject to such withholding or deductionsas may be mutually agreed between the Employer and the Executive or required by law.          3.3 Incentive Compensation. In addition to the salary set forth in Section 3.1,Executive, at Employer’s discretion, may earn incentive compensation in an amount up to thirty (30)% of base salary at 100% achievement, increasing in a linear fashion for performance in excess of100%, with no limit. Incentive compensation is based fifty (50) % on meeting profitability goalsand fifty (50) % on meeting revenue growth targets and such other criteria as determined by theBoard of Directors (see attached Executive Incentive Compensation Plan). Payment of any bonus orincentive compensation shall be made in accordance with the Employer’s standard or establishedpayroll policies and shall be subject to such withholding or deductions as may be mutually agreedbetween the Employer and the Executive or required by law.          3.3 Fringe Benefits. During the period of his employment, Executive shall be entitledto participate in Employer’s plans for the welfare and benefit of its employees available to seniorexecutive officers generally to the
2

 
extent Executive satisfies the requirements provided in such plans with respect to theposition, tenure, salary, health and other qualifications for participation. Executive will beentitled to 4 weeks annual vacation; no more than 2 consecutive weeks may be taken at any giventime in each fiscal year**.**A maximum of 40 hours accrued vacation may be carried over from one yearto the next.          3.4 Expenses. During the term of this Agreement, the Employer authorizes Executive toincur reasonable and necessary out-of-pocket business expenses in the course of performing hisduties and rendering services hereunder in accordance with Employer’s policies with respectthereto, and the Employer shall reimburse Executive for all such expenses, provided (i) suchexpenses and the purpose for which they were incurred are in accordance with Employer’s policies,and (ii) the Executive timely submits to the Employer expense reports and substantiation of theexpenses in accordance with Employer’s policies.4. Termination.          4.1. Termination. The Executive’s employment by Employer shall terminate on theearliest Date of Termination upon the occurrence of one of the following events:          4.1.1. the Executive’s death;          4.1.2. the Executive is determined to be “permanently disabled” as defined under thedisability insurance policy covering the Executive;          4.1.3. termination of Executive by Employer for “Cause”;