Employment Agreement

EXHIBIT 10.6

EMPLOYMENT AGREEMENT



THIS AGREEMENT is entered into by and between Stratasoft, Inc. a Texas corporation ("Company") and BOB HENNESSY ("Executive").



1. EMPLOYMENT. Company hereby, as of 9-7-95, 1995 ("effective date"), hereby employs Executive as its President and General Manager (or any other capacity that may be directed by Company) subject to the provisions hereof, and the Executive hereby accepts such employment upon such provisions.



2. DUTIES, RESPONSIBILITIES OF EXECUTIVE. Executive shall faithfully, on a full-time basis for at least eight (8) hours/day, Mondays through Fridays of each successive calendar month, but exclusive of holidays set by Company (he shall not while employed hereunder practice any profession except as an employee of Company or be engaged in any other business activity which is perceived by Company to interfere with the business of Company or with Executive's performance of his job duties, unless agreed to, in writing, by Company) function as Company's President and General Manager, and as Company may otherwise order and direct through its Board of Directors. The Executive will devote all of his time, energy, and skill during regular business hours, and other times if deemed necessary by Company, to such employment. Executive Manager of a business such as Company, e.g., he shall be responsible for the overall day-to-day operations of Company and shall be responsible for business planning, tactics and strategy for Company; he shall oversee hiring and termination of employees, and shall develop and implement plans for the marketing and sale of Company's products. Executive shall perform whatever tasks its Board of Directors may from time to time assign. Company has the right to order and direct every aspect of Executive's job performance. Executive shall prepare and provide to Company all reasonable reports and/or other documentation related to his job as required by Company.



3. COMPENSATION. Company shall compensate Executive as follows:



(a) A salary of $6,784.00 per month shall be paid to

Executive by Company according to Company's payroll

policies and procedures as determined by Company, at

its sole discretion, from time to time. In any

instance where Executive is employed by Company for

less than a full calendar month, such salary shall be

prorated as follows:



$81,408.00 X B = C

----------



A = number of working days in the year



B = actual number of days worked by

Executive in the partial period





C = amount of partial salary (gross)



Working days as used in this Employment Agreement

shall be deemed to mean Mondays through Fridays, but

excluding holidays or the like determined by Company.

Any calculations required to be made under this

Employment Agreement shall be made using the formulae

stated, when stated, and by the use of generally

accepted accounting principles, unless otherwise

stated herein.



This Employment Agreement is terminable at will by

either party and nothing contained herein shall ever

be deemed to mean that Executive is employed for any

given term or period of time.



(b) A bonus of 10% of the Company's gross profits shall

be paid, quarterly, for the first continuous eighteen

(18) months of Executive's employment with Company.

Such bonus shall be paid within forty-five (45) days

of the ending date of each successive respective

quarter for which the bonus is paid. If Executive is

employed less than a full successive quarter, such

bonus shall be paid on the number of days Executive

is actually employed during such partial quarter, by

the Company, and based on the Company's gross profits

for the entire calendar quarter prorated by the

number of days actually worked in the quarter in

accordance with the following formula:



Partial bonus = 10% X A X B

---



A = gross profits for the quarter



B = actual number of days worked by

Executive in the quarter



C = actual number of working days in the quarter



Such partial bonus shall be paid within forty-five

(45) days of the last day of the quarter for which

paid. "Gross profit" shall be deemed to mean total

revenues of the Company less inventory costs

(including freight charges) ancillary to such

inventory for the bonus period. Notwithstanding the

foregoing, should Executive be employed by Company

for less than the eighteen month bonus period but is

employed by Company for at least one hundred eighty

(180) days of such bonus period, the bonus provided

in this paragraph 3.(b) shall be calculated as if

Executive had been employed for the full eighteen

(18) months, based on gross profits for such eighteen

(18) month period and paid quarterly as above





(c) In addition to the bonus described above, an

additional bonus based on net profits of the Company

for each successive calendar quarter, and/or portion

thereof, during which Executive is employed by

Company shall be paid to Executive by Company within

forty-five (45) days of the last day of each such

quarter or partial quarter for which paid, and shall

be calculated as ten percent (10%) of the Company's

net profit multiplied by its net profit margin. For

instance, if the Company's net profit for the quarter

is $50,000.00 and the net profit margin is 30%, the

bonus would be calculated according to the following

equation:



$50,000.00 X .3 X .1 = $1,500.00 ("the bonus")



Should Executive be employed by the Company for less

than a full quarter the bonus provided for in this

paragraph 3(c) would be calculated pro rata based on

the number of days in the quarter actually worked by

Executive divided by the total number of working days

in the quarter multiplied by "the bonus" and based on
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