Employment Agreement with Jesse Cohen

Employment Agreement

This Employment Agreement ("Agreement") is made and entered into as of by and between , a Texas corporation (the "Company"), and , an individual (the "Employee").

1. EMPLOYMENT. The Company hereby agrees to employ the Employee as the of the Company, and the Employee accepts such employment, and agrees to perform faithfully and diligently all duties and responsibilities required of such position or assigned by the Company from time to time.

2. TERM. This Agreement and Employee's employment shall be for a term of commencing on (the "Effective Date"), and expiring on , but may be terminated earlier at any time in accordance with Section 4 of this Agreement.

This Agreement shall be renewed automatically for successive one year periods thereafter unless either party gives written notice to the other party of non-renewal at least days in advance of any successive anniversary of the Effective Date.

3. COMPENSATION. In consideration for all services to be performed under this Agreement, Employee shall receive the following compensation:

3.1 SALARY. Employee shall be paid base salary at the rate of (the "Base Salary").

3.2 SALARY IN ARREARS. The Company shall pay Employee as compensation for work performed prior to the commencement of his employment with the Company.

3.3 BONUS. In addition to the Base Salary, Employee shall be eligible for bonus compensation at each anniversary of the Effective Date.

3.4 VACATION. Employee shall accrue vacation at the rate of of active employment so that at the end of each year of employment he will have earned four weeks vacation.

3.5 EMPLOYEE BENEFIT PLAN. Employee shall be entitled to participate in group medical and dental, and such other benefit plans as Employer may offer from time to time for employees at comparable levels of responsibility.

3.6 STOCK OPTION PROGRAM. Employee shall be granted options under the Company's 1999 Stock Incentive Plan (the "Plan") to purchase shares of common stock of the Company, as set forth in the Incentive Stock Option Agreement attached hereto as Exhibit A.

3.7 GRANT OF COMMON STOCK. Employee shall be granted shares of common stock of the Company as of .

3.8 EXPENSE REIMBURSEMENT. The Company shall reimburse Employee for all reasonable and properly documented business expenses incurred in connection with Employee's performance of his duties under this Agreement.

4. TERMINATION. This Agreement and Employee's employment are subject to immediate termination at any time as follows:

4.1 DEATH OR DISABILITY. This Agreement shall terminate immediately upon Employee's death or total disability, in which event the Company's only obligation shall be to pay all compensation owing for services rendered by Employee prior to the date of his death.

4.2 TERMINATION BY THE COMPANY FOR CAUSE. Any of the following acts or omissions shall constitute grounds for the Company to terminate the Employee's employment pursuant to this Agreement for "cause":

(a) Willful misconduct by Employee causing material harm to the Company. Requires 30-day cure notice

(b) Any material act or omission by the Employee involving gross negligence in the performance of the Employee's duties to, or material deviation from any of the policies or directives of, the Company.

(c) Any illegal act by the Employee which materially and adversely affects the business of the Company or any felony committed by Employee.

Termination by the Company for cause shall be accomplished by written notice to the Employee and shall be preceded by a written notice providing a reasonable opportunity for the Employee to correct his conduct.

4.3 TERMINATION FOR GOOD REASON. Employee's employment pursuant to this Agreement may be terminated by the Employee for "good reason" if the Employee voluntarily terminates his employment as a result of any of the following:

(a) Without the Employee's prior written consent, a reduction in his then current Base Salary.

(b) Without Employee's prior written consent, a relocation of the Employee's place of employment outside of Orange County, California.

(c) Resignation as a result of unlawful discrimination, as evidenced by a final court order.

(d) A reduction in duties and responsibilities which results in the Employee no longer having duties customary for the Chief Executive Officer.

(e) The Company materially breaches any provision of this Agreement.

4.4 TERMINATION WITHOUT CAUSE. The Company may terminate this Agreement, and the employment of the Employee under this Agreement, without cause at any time upon at least days prior written notice to the Employee.

4.5 PAYMENTS UPON REMOVAL OR TERMINATION. If during the term of this Agreement, the Employee resigns for one of the reasons stated in Section 4.3, or the Company terminates the Employee's service, except as provided in Sections 4.1 or 4.2 hereof, the Employee shall be entitled to the following compensation:

(i) the portion of his then current Base Salary which has accrued through his date of termination.

(ii) any payments for unused vacation and reimbursement expenses, which are due, accrued or payable at the date of Employee's termination.

(iii) severance payment in an amount equal to Employee's then-current Base Salary, payable for the remainder of the Term.

(iv) all of Employee's options to purchase shares of the Company's common stock and restricted stock shall accelerate and automatically vest by one additional year.

The Severance Amount shall be paid at such times and in such amounts consistent with the Company's normal payroll procedures and policies over the number of months immediately succeeding the date of termination that is equal to the number of months of Base Salary payable as the Severance Amount.

If the Company terminates the Employee's employment pursuant to Sections 4.1 or 4.2, or if the Employee voluntarily resigns (except as provided in Section 4.3), then the Employee shall be entitled to only the compensation set forth in items (i) and (ii) or the first paragraph of this Section 4.5.

4.6 RETURN OF COMPANY PROPERTY. Upon termination of employment for any reason, Employee immediately shall return to the Company without condition all files, records, keys, and other property of the Company.

5. CONFIDENTIALITY. Employee acknowledges and agrees that Employee will be entrusted with trade secrets and proprietary information regarding products, processes, technical data, formulas, know-how, methods, designs, work in progress, business plans, videos, electronic mail, inventions, vendor lists and information, contacts and information, prices, costs, personnel and payroll information and records, mailing lists, financial and accounting records, contracts, leases, research and development, computer software and data bases, copyrights, trademarks, patents, marketing techniques, and future business plans, as well as customer lists and information concerning the identity, needs, and desires of actual and potential customers of the Company and its subsidiaries, joint ventures, partners, and other affiliated persons and entities ("Confidential Information"), all of which derive significant economic value from not being generally known to others outside the Company.

5.1 NON-DISCLOSURE. During the entire term of Employee's employment with the Company, and at all times thereafter, Employee shall not disclose or exploit any Confidential Information except as necessary in the performance of Employee's duties under this Agreement or with the Company's express written consent.

5.2 SOLICITATION. During the term of this Agreement and for one year thereafter, Employee shall not induce or solicit any employee, agent, consultant, or independent contractor of the Company to quit employment; or call on, solicit, or take away any past or present customer of the Company.

5.3 VIOLATION OF CONFIDENTIALITY. Employee acknowledges and agrees that any violation of this Section 5 would cause immediate irreparable damage to the Company, and that it would be extremely difficult or impossible to determine the amount of damage caused to the Company.

5.4 OTHER AGREEMENTS. Employee represents that he is not subject to any confidentiality, non-competition, or other agreement with any other party that would conflict with this Agreement or prevent Employee from performing all of his assigned duties as an employee of the Company.

6. CONFLICT OF INTERESTS. During the term of this Agreement, Employee shall devote Employee's full working time, ability, and attention to the business of the Company, and shall not accept other employment or engage in any other outside business activity which interferes with the performance of Employee's duties and responsibilities under this Agreement or which involves actual or potential competition with the business of the Company, except with the express written consent of the Board of Directors.

7. ARBITRATION. Any dispute whatsoever relating to or arising out of this Agreement or its construction, validity or enforcement shall be submitted to final and binding arbitration in , , by and pursuant to the Employment Dispute Resolution Rules of the American Arbitration Association.

8. ASSIGNMENT. This Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party, except that the Company may assign its rights and obligations under this Agreement to an Affiliate or to any corporation, firm or other business entity.

7. SUCCESSORS. This Agreement shall inure to the benefit of and be enforceable by the Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

9. NOTICES. All notices required by this Agreement may be delivered by first class mail at the following addresses:

To the Company:

To Employee:

10. AMENDMENT. This Agreement may be modified only by written agreement signed by the party against whom any amendment is to be enforced.

11. CHOICE OF LAW. This Agreement shall be governed by the laws of the State of California.

12. PARTIAL INVALIDITY. In the event any provision of this Agreement is void or unenforceable, the remaining provisions shall continue in full force and effect.

13. COMPLETE AGREEMENT. This Agreement, including the Incentive Stock Option Agreement and Stock Issuance Agreement attached as Exhibit A and Exhibit B, respectively, contains the entire agreement between the parties.

14. WITHHOLDING TAXES. The Company may withhold from any salary and benefits payable under this Agreement all federal, state, city or other taxes or amounts as shall be required to be withheld pursuant to any law or governmental regulation or ruling.

15. NO WAIVER. No term or condition of this Agreement shall be deemed to have been waived nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.

16. SEVERABILITY. To the extent any provision of this Agreement shall be invalid or unenforceable, it shall be considered deleted herefrom and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect.

17. COUNTERPART EXECUTION. This Agreement may be executed by facsimile and in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute but one and the same instrument.

18. ATTORNEYS FEES. Should any legal action or arbitration be required to resolve any dispute over the meaning or enforceability of this Agreement or to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its or his reasonable attorneys fees and costs incurred in such action, in addition to any other relief to which that party may be entitled.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above.

EXHIBIT A

INCENTIVE STOCK OPTION AGREEMENT

EXHIBIT B

STOCK ISSUANCE AGREEMENT