EMPLOYMENT AGREEMENT

1.

Position . The Employee shall be employed in the position of                      commencing on or before                      , 200    . However, the Company may change this position at any time. Unless otherwise agreed by the Company and Employee, Employee’s principal place of business with the Company shall be in San Antonio, Texas, although some travel may be required of Employee.

2.

Term of Employment . The Employee acknowledges and understands that he or she is employed “at will,” meaning that he or she may be discharged for any reason not otherwise prohibited by law.

3.

Duties . During Employee’s employment with the Company, the Employee shall perform such duties as shall from time to time be delegated or assigned to him/her by the Company. Employee agrees to serve the Company in the position designated by the Company and to perform diligently and to the best of his/her abilities the duties and services pertaining to such position. In addition to duties assigned him/her by supervisors in the normal course of business, Employee shall at all times have the following duties:

(a)

Duty of Loyalty : Employee acknowledges that Employee owes a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interest of the Company and to do no act that would injure the business, interests, or reputation of the Company.

(b)

Duty to Report : Employee shall make full disclosure to his/her immediate supervisor of all business opportunities pertaining to the business of the Company and should not appropriate for Employee’s own benefit, business opportunities that fall within the scope of the business conducted by the Company.

(c)

Duty to Refrain from Making Derogatory Statements : Employee agrees to refrain from making verbal or written derogatory or disparaging statements about the Company and/or its management. This duty survives the termination of Employee’s employment with the Company. However, this provision in no way prohibits the Employee from reporting to the proper authorities or to the Company

management any conduct that the Employee believes is illegal or unethical. Likewise, this provision does not prohibit the Employee from using any internal complaint or “Open Door” policies available at the Company.

5.

Compensation : Employee shall be compensated pursuant to the compensation scheme attached hereto as Exhibit A.

6.

Confidential Information.

(a)

Provision of Confidential Information . On the effective date of this Agreement and during the Initial Term, the Company shall, in order for the Employee to properly and effectively perform his or her job, provide the Employee with confidential business information. The Company promises to continue to provide Employee with such confidential information during the course of the Employee’s employment with the Company.

(b)

Employee to Maintain Confidentiality . The Employee acknowledges that he/she occupies a position of trust and confidence in the Company, and the Employee agrees that he/she will not, without the prior written consent of the Company, disclose or make known to any person or use for his/her own benefit or gain any confidential information of the Company. Confidential information means any information not generally disclosed or known to the trade or public concerning the Company, its business, and its customers. For purposes of this Agreement, confidential information shall include, but is not limited to, the following: (1) all information (whether maintained in the Company’s computer databases, printed reports, paper files, notes, correspondence, rolodexes however kept, personal computers, Blackberries, PDA’s, cell phones, storage media, or any place else) relating to the Company’s customers, including the identity of the Company’s customers, customer personal data information, customer contact information, customer account information and balances; (2) information relating to the Company’s vendors; (3) all information relating to the Company’s pricing, business, marketing, and sales plans, financial statements and forecasts, product plans, and competitive analysis; (4) proprietary software, data center engineering information, and customer configuration architecture and specifications; and (5) any other information that the Company designates as confidential.

(c)

Employee Work Product . All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, that are conceived, made, developed, or acquired by Employee, individually or in conjunction with others, during Employee’s employment with the Company (whether during business hours or otherwise and whether on the premises of the Company (or otherwise) that relate to the business, customers, products, or services of the Company are the exclusive property of the Company. Moreover, all documents, data, computer files, correspondence, and notes relating in any way to the Company and/or its customers

shall be the sole and exclusive property of the Company. Such information, whether deemed confidential or not, shall not be shared with, or given to, third-parties unless specifically authorized by the Company in writing.

(d)

Assignment of Employee Work Product. In this regard, Employee hereby assigns (and Employee does hereby perpetually and irrevocably assign) to the Company, or its designee, all of Employee’s right, title and interest in and to any to such Inventions, and to applications patent and copyright protection in all countries, and to any and all patent and copyright registrations granted upon such Inventions in all countries. Employee further agrees to perform, during and after employment with the Company, all acts necessary or desirable in the opinion of the Company to permit and assist it (without charge to the Company but at the expense of the Company) in transferring and vesting the full and complete right and title thereto in the Company and evidencing, perfecting, obtaining, maintaining, defending and enforcing the Company’s rights and Employee&rsquo