Edward Charles Jones - Page 6

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               and confidence in its employees and wants to make sure that            
               the Employee knows what would be considered a breach of this           
               trust, particularly in dealing with present and potential              

          The agreement further stated:                                               

               Company agrees to employ Employee for the term hereof, and             
               Employee agrees to devote such time and effort as may be               
               necessary for proper fulfillment of his/her duties and                 
               responsibilities to the business of the Company and to serve           
               locally in any location as the Company may direct.  Employee           
               will be required to work normal business hours or such                 
               number of hours as his/her duties may require.  Employee               
               shall perform all assigned duties faithfully, diligently,              
               and to the best of Employee’s ability during the term                  

          The agreement provided for a probationary period, the ownership             
          and handling of proprietary information, the use of the                     
          employee’s work product, noncompetition clauses, and other                  
          language.  The agreement was silent as to the benefits petitioner           
          would receive.  It did not provide a term for the engagement                
          except that either party could terminate the agreement with 14              
          days written notice.  The agreement would terminate upon a breach           
          by either party or the death of petitioner, or with 30 days                 
          notice to petitioner if an ownership change of the company                  
               Petitioner signed the agreement on October 22, 1996.                   
          Thereafter, petitioner submitted a time card every 2 weeks and              
          was paid from Techmatics’ common payroll system.  At this time              

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Last modified: May 25, 2011