EMPLOYMENT, CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION, AND NON-RECRUITMENT AGREEMENT

(a)  Position and Responsibilities. Subject to the Agreement's terms, Executive agrees to serve as President and Chief Operating Officer and Executive shall be assigned responsibilities by the Company's CEO and/or Board of Directors consistent with such position. The Company, in its sole discretion, will determine whether Executive has satisfactorily performed his employment duties during the Initial Employment Term, any Renewal Term, or the Employment Period. During the Employment Period, Executive will devote his undivided loyalty to the Company and devote all of his skill, knowledge and working time (except for vacation time as provided for in this Agreement and reasonable absences for sickness or disability in accordance with policies established from time-to-time by the

Company) such reasonable time as may be necessary from time to time for personal and financial matters to the extent they do not interfere with the conscientious performance of his duties and responsibilities under the Agreement. Executive's duties shall be performed at the Company's offices in The Woodlands, Texas.

(b) Executive's Employment Representations. Executive represents to the Company that he (i) will not serve as a member of any board of directors, or as a trustee of, or in any manner be affiliated with, any present or future agency or organization (except for civic and not-for-profit organizations) without the consent of the Company; (ii) will not, directly or indirectly, have any interest in, or perform any services for, any business competing with or similar in nature to the Company's business. Executive further represents to the Company that (i) he is not violating and will not violate any contractual, legal, or fiduciary obligations or burdens to which Executive is subject to by entering into this Agreement or providing services under the Agreement's terms; and (ii) Executive is under no contractual, legal, or fiduciary obligation or burden that reasonably may be expected to interfere with Executive's ability to perform services under the Agreement's terms.

(a)   Base Salary. Executive will receive a base salary of $240,000 per year, less applicable payroll deductions and tax withholdings ("Base Salary"), for all services rendered by Executive under this Agreement. The Company shall pay the Base Salary in accordance with the normal payroll policies of the Company and subject to the applicable federal and state laws concerning payment of wages. The payment of the Base Salary shall be made only during the Employment Period, except as set forth herein. The designation of Executive's compensation does not constitute a guarantee of employment for any specific period of time. Notwithstanding anything in this Section 5(a) or otherwise in this Agreement to the contrary, Company shall have the option to defer payment of all or some portion of Executive's Base Salary and at the option of the Executive the Company shall either (i) pay such accrued salary when and to the extent the Company has available resources to do so or (ii) covert such accrued salary into common stock of the Company at a conversion rate of $0.75 per share.

(b)   Initial Grant of Stock / Options. Contemporaneously with the execution hereof, as a sign-on bonus Executive shall be granted shares of the Company's common stock and options as follows:

(c)   Benefits and Expenses. Executive shall be entitled to participate in the Company's benefit plans for all employees generally, and for the Company's executive employees, subject to the third-party benefit provider's determination that Executive is eligible to participate in such plans. The Company shall be entitled to change or terminate these plans in its sole discretion. Executive acknowledges that an additional cost may, if so determined by the Company, will be incurred by Executive for adding a spouse and/or children to Executive's benefit plan. Executive will comply with the Company's policies regarding these benefits, including all Internal Revenue Service rules and requirements. Subject to the requirements of the business expense reimbursement policies and procedures of the Company as in effect from time to time, the Company will reimburse Executive for authorized, reasonable and authorized out-of-pocket business expenses upon presentation of an itemized account and appropriate supporting documentation, with the Company being the sole decision-maker as to what constitutes a reasonable out-of-pocket business expense.

(d)   Vacations. During each calendar year of the Employment Period, Executive shall be entitled to five (5) weeks of vacation, during which his compensation hereunder shall be paid in full. Such vacation shall be taken at times consistent with the effective discharge of Executive's duties and the reasonable business needs of the Company, and in accordance with the Company's policies then in effect. Unless specifically stated to the contrary in writing by the Company, unused vacations in any year shall lapse and may not be carried forward and no cash amount shall be paid for any unused vacation.

(e)   Bonus. Executive shall be entitled to annual or more frequent consideration for performance bonuses under any plan of the Company currently in effect or may come to be in effect.

(f)   Severance. If Executive is terminated without cause during the Employment Period, Executive will receive a severance pay equal to three months of the Base Salary in effect at the time.

6.            Confidential Information.

(a) The Company's Promise to Provide Confidential Information. The Company agrees to provide Executive with Confidential Information (defined below) or specialized training to which Executive has not previously had access and of which Executive has not had previous knowledge. This information (the "Confidential Information") includes the Company's business, proprietary, and technical information not known to others that could have economic value to others if improperly disclosed. Confidential Information also means any information disclosed to Executive by the Company, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation, information and technical data contained in the Company's manuals, booklets, publications and materials and equipment of every kind and character, as well as documents, prototypes, samples, prospects, inventions, trade secrets, product ideas, technical information, know-how, processes, plans (including without limitation, marketing plans and strategies), specifications, designs, methods of operations, techniques including pricing and marketing techniques and strategies, technology, formulas, software including business software and computer programs, improvements, financial

and marketing information including information concerning the financial status and private affairs of the Company, costing methodologies and allocation modeling, and methods of business operation or procedure, forecasts, research, customer lists, customer requirements, customer contracts and service agreements, customer profitability and other financial information, business plans, product information, and the identity of any and all customers, consultants, suppliers, business connections and opportunities. The Confidential Information may be communicated to Executive in writing, orally or electronically.

(b)   The Value of the Company's Confidential Information. By executing this document, Executive agrees that the Confidential Information constitutes valuable, special and unique assets of the Company, developed at great expense by the Company, the unauthorized use or disclosure of which would cause irreparable harm to the Company. Executive understands and acknowledges that the Company is engaged in a highly specialized and competitive industry; that the Company relies heavily on information, data, programs and processes it has developed and acquired; and that competitors can reap potential or real economic benefits from the possession of Confidential Information that is otherwise not available to them. Executive understands and acknowledges, therefore, that the protection of the Confidential Information constitutes a legitimate business interest of the Company. Executive acknowledges that the Confidential Information is the exclusive property of the Company and is to be held by Executive in trust and solely for the Company's benefit. Executive further acknowledges that the Confidential Information includes "trade secrets" under Texas law and, in addition to the other protections provided herein, all trade secrets shall be accorded the protections and benefits under Texas law and any other applicable law. Executive waives any requirement that the Company submit proof of economic value of any trade secret or post a bond or other security should the need arise.

(c)   Executive's Promise Not to Use or Disclose the Company's Confidential Information. In exchange for the Company's promises to provide Executive with Confidential Information and specialized training to which Executive has not previously had access and of which Executive has not had previous knowledge, Executive agrees that he shall not, either during the period of his employment with the Company or at any time thereafter, disclose to anyone, including, without limitation, any person, firm, corporation, or other entity, or publish, or use for any purpose, any Company Confidential Information, except as properly required in the ordinary course of the Company's business or as the Company directs and authorizes. Executive agrees that he shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information and agrees to immediately notify the Company in the event of any unauthorized use or disclosure of the Confidential Information.

(d)   Executive's Agreement Not to Remove Confidential Information. Executive agrees that in the course of his employment with the Company, he will not remove from any Company office or any other place any documents, electronically stored information, or related items that contain Confidential Information, including, without limitation, computer disks, recordings, or other storage or archival systems or devices, including copies, except as may be required in the performance of his duties as an Executive. Executive also agrees that he will not place or save any Confidential Information on any computer or electronic storage system that is not Company property.

(e)   Executive's Agreement to Return Confidential Information and Property. When Executive's employment with the Company terminates, regardless of the reason for the termination: (i) Executive agrees that he will not take, destroy, or delete any files, documents or other materials embodying or recording any Confidential Information, including copies, without obtaining in advance the written consent of an authorized Company representative (the Company alone may designate who constitutes an authorized representative for purposes of this Agreement); and (ii) Executive will promptly return to the Company all Confidential Information, documents, files, records and tapes (written or electronically stored) that have been in his possession or control regarding the Company, and Executive will not use or disclose such materials in any way or in any format, including written information in any form, information stored by electronic means, and any copies of these materials. Executive further agrees that at the termination of his employment with the Company, regardless of the reason for the termination, or upon the Company's request, Executive will return to the Company immediately all Company property, including, without limitation, keys, equipment, computer(s) and computer equipment, devices, Company cellular phones, Company credit cards, data, lists, information, correspondence, notes, memos, reports, or other writings prepared by the Company or Executive on the Company's behalf. If Confidential Information known to Executive or in Executive's possession is subject to a lawful production order by any judicial, regulatory, administrative, legislative, governmental authority, or any similar person or entity, Executive agrees to notify the Company promptly that the lawful order has been received. If Executive is required to disclose the Confidential Information, Executive agrees to use his best efforts to obtain assurances that the Confidential Information