AVAILENT FINANCIAL INC
AVAILENT FINANCIAL  EXHIBIT 10.8
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>a4550803_ex108.txt
<DESCRIPTION>AVAILENT FINANCIAL  EXHIBIT 10.8
<TEXT>
                                                                   Exhibit 10.8


                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between
Availent Financial, Inc., a Delaware corporation (herein referred to as the
"Company"), and Doug Brown (herein referred to as the "Executive").

                              W I T N E S S E T H:

     WHEREAS, the Company recently acquired substantially all of the assets of
Broyd, Inc., a Texas corporation ("Seller"), pursuant to the terms of that
certain Agreement for Sale and Purchase of Assets (the "Purchase Agreement") by
and among the Company, Seller, Caroline D. Brown and Thomas P. Brown; and

     WHEREAS, the mortgage finance marketing service business purchased under
the Purchase Agreement is to be operated in the future as a division of the
Company under the name of First Texas Residential (the "First Texas Division");
and

     WHEREAS, the Company and Seller have entered into that certain Contingency
Payment Agreement dated as of even date herewith (the "Contingency Payment
Agreement"); and

     WHEREAS, the parties hereto desire to have the terms and conditions of such
employment set forth in this Agreement.

     NOW THEREFORE, for and in consideration of the mutual advantages and
benefits accruing respectively to the parties hereto, the mutual promises
hereinafter made and the acts to be performed by the respective parties hereto,
the Company and the Executive do hereby contract and agree as follows:

1.   Employment. The Company hereby employs the Executive as a Managing Director
     of the First Texas Division, and any other operations for which the
     Executive assumes, pursuant to a written document executed by each of the
     Company and the Executive, operating responsibility in the future (the
     First Texas Division and any other operations as aforesaid are collectively
     referred to herein as the "Designated Operations"). The Executive hereby
     accepts such employment, and agrees to perform the duties and services as
     herein set forth. Such employment shall continue during the term of this
     Agreement.

2.   Term. Except in the case of earlier termination as herein specifically
     provided, the term of this Agreement shall be for a five (5) year period
     beginning on January 1, 2004, and ending December 31, 2008 (the "Employment
     Term").

3.   Compensation.

     (a)  Base Compensation. As base compensation for the services of Executive
          during the term hereof, the Company shall pay the Executive a
          commission representing seventy percent (70%) of mortgage loan revenue
          (origination fees, discount fees, volume incentives, yield spread
          premiums as disclosed on disseminated rate sheets to the Executive by
          the Company or through the Company, any overages above the required
          mortgage fees less any third party fees uncollected for including but
          not limited to credit reports, appraisals, automated underwriting
          expenses, courier fees) originated and funded by the Executive. The
          Executive's base compensation shall be paid in accordance with the
          Company's regular payroll schedule, and may be paid, in whole or in
          part, by the Parent Corporation, the Company, or any of the
          subsidiaries or divisions of the Company. The Executive may direct the
          Company to pay certain portions of the Executive's commission to other
          parties.


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     (b)  Net Profits. The Company shall pay the Executive 10% of the Net
          Profits of the Designated Operations for each month on the fifteenth
          (15) day of the following month. Net Profits means the Designated
          Operations net profits after income taxes (calculated as if the
          Designated Operations were a separate taxpaying entity) computed in
          accordance with generally accepted accounting principles consistently
          applied except as modified as follows: the Designated Operations Net
          Profits shall not include (i) any amortization of goodwill arising
          from the purchase of assets which is subject to the Purchase Agreement
          or any amortization of goodwill arising out of subsequent acquisitions
          undertaken through the Designated Operations; (ii) any expenses
          incurred in connection with the purchase of the assets by the Company;
          (iii) increased depreciation charges resulting from the step up in
          basis of the assets as a result of the acquisition; (iv) interest,
          fees and expenses associated with indebtedness related to the
          acquisition or associated with any other financings; (v) any charges
          for any corporate overhead of the Company (including but not limited
          to legal and other general and administrative expenses and executive
          compensation) that is not approved in writing by the Executive; (vi)
          expenses related to the appointment of a new executive or employee to
          the Designated Operations unless it is approved in writing by the
          Executive; and (vii) any costs of insurance in excess of market costs
          of the policies without any profit to the Company. The Company shall
          determine the Net Profits and Funded Gross Dollar Volume (as defined
          below) within five (5) days following the end of each monthly period.
          The Company's methodology for determination of the Net Profits and
          Funded Gross Dollar Volume and the results thereof shall be forwarded
          to Executive. The Company shall provide Executive with access upon
          request to the data it used to determine the Net Profits and Funded
          Gross Dollar Volume including all relevant books and records of the
          business to the extent required to review the Net Profits and Funded
          Gross Dollar Volume computation. The Executive shall review the
          calculation of the Net Profits and Funded Gross Dollar Volume within
          five (5) days after delivery thereof and notify the Company in writing
          of any disagreement with such calculation. If within such five (5)
          days following delivery Executive does not object in writing thereto,
          then the Company's determination of the Net Profits and Funded Gross
          Dollar Volume shall be conclusive. If the Executive objects in writing
          to the Company's computation, then the Company shall pay to the
          Executive the undisputed amount and the Company and the Executive
          shall negotiate in good faith and attempt to resolve their
          disagreement with respect to the disputed amount. Should such
          negotiation not result in an agreement within ten (10) days of receipt
          by the Company of Executive's objection, then the matter shall be
          submitted to arbitration by an independent accounting firm of national
          reputation mutually acceptable to the Company and the Executive (the
          "Neutral Auditor"). All fees and expenses relating to appointment of a
          Neutral Auditor and the work, if any, to be performed by such Neutral
          Auditor will be borne by the Company. If the Company and the Executive
          are unable to agree on the Neutral Auditor, then either or both of
          them shall request the American Arbitration Association to appoint the
          Neutral Auditor. The Neutral Auditor shall deliver to the Company and
          the Executive a written determination (such determination to include a
          worksheet setting forth all material calculations used in arriving at
          such determination and to be based solely on information provided to
          Neutral Auditor by the Company and the Executive, or their respective
          affiliates) of the disputed items within thirty (30) days of receipt
          of the disputed items, which determination shall be final, binding and
          conclusive on the parties. The Net Profits and Funded Gross Dollar
          Volume shall be payable to the Executive within three (3) days
          following agreement on or determination of the final, binding and
          conclusive calculation of the Net Profits and Funded Gross Dollar
          Volume.


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     (c)  Funded Gross Dollar Volume. The Company shall pay the Executive 7 1/2
          basis points on the gross dollar volume of the Designated Operations
          funded each month (the "Funded Gross Dollar Volume"). The
          consideration shall be paid to the Executive on the fifteenth (15) day
          of the following month.

     (d)  Reimbursement. The Company shall pay or reimburse Executive for all
          reasonable and necessary out-of-pocket expenses incurred by him in the
          performance of his duties under this Agreement, upon presentment of
          appropriate supporting documentation in accordance with the Company's
          normal policies for expense verification and as necessary to comply
          with the rules and regulations of the Internal Revenue Service. In
          addition, the Executive will not be reimbursed for expenses if the and
          to the extent that the nature and amount of the expenses involved are
          not in compliance with the policies of the Company in effect at the
          time.

     (e)  Auto Allowance. Executive shall be provided a monthly automobile
          allowance of $1,250.00 paid monthly in accordance with the Company's
          usual payroll practices and subject to all regular withholdings.

     (f)  Vacation. The Executive shall be entitled each calendar year to three
          (3) weeks of paid vacation.

     (g)  Benefits. In addition to the foregoing compensation to be paid to
          Executive, the Executive shall be entitled to each of the following
          during the term of this Agreement (at the Company's expense unless
          otherwise indicated): (a) health insurance coverage which shall
          provide for payment of health, dental and related expenses incurred
          during the term of this Agreement with respect to the Executive, the
          Executive's spouse and the Executive's children, if any, and which
          shall contain such benefits and options as shall be made available to
          other Executives of the Company (the parties acknowledge that the
          Executive shall be responsible for paying such portion of this
          coverage as shall be consistent with the Company's policy for its
          executives in general), (b) the right to participate in any other
          benefit plans of the Company available to senior management executives
          of the Company to the extent that the Board of Directors of the
          Company determines that the Executive shall be a participant in such
          plan(s), and (c) the right to participate in any stock option plans of
          the Company if and to the extent that the Board of Directors of the
          Company determines that the Executive shall be a participant in such
          plan(s).

4.   Duties and Services. During the term of this Agreement, the Executive
     agrees to (a) use commercially reasonable efforts to enhance and develop
     the best interests and welfare of the First Texas Division, and the
     Company, (b) use commercially reasonable efforts and skill to advancing and
     promoting the growth and success of the First Texas Division, and the
     Company, and (c) perform such duties or render such services as the Board
     of Directors of the Company may, from time to time, reasonably confer upon
     the Executive. Notwithstanding anything herein to the contrary, it is
     understood that the Executive shall have the right to participate, during
     the term of this Agreement, in the establishment, amendment and
     implementation of the pricing policies of the First Texas Division.


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5.   Termination.

     a.   Termination by the Company for Cause. The Company may terminate the
          Executive's employment pursuant to this Agreement at any time for
          "cause" as herein defined. The term "cause" shall mean any of the
          following events: (i) any act or omission constituting fraud under the
          laws of the State of Texas or the United States of America, or (ii) a
          finding of probable cause, or a plea of nolo contendere to, a felony
          or other crime involving moral turpitude, or (iii) willful misconduct
          or gross negligence by the Executive of the responsibilities of his
          position, or (iv) the Executive's engagement in any act of dishonesty
          or theft within the scope of his employment that, in the good faith
          judgment of the Board of Directors of the Parent Corporation, will
          materially injure the business, prospects or reputation of the First
          Texas Division and/or the Company, or (v) the breach by the Executive
          of any of the material terms of this Agreement, or (vi) the failure of
          the Designated Operations to meet the performance goals as a whole
          established from time-to-time by the Company and Executive, and such
          failure is not related to economic factors or conditions which are not
          within the control of Executive. The Board of Directors of the Company
          shall have the authority, based upon a good faith and reasonable
          determination, to determine whether or not Executive has complied with
          the matters covered above, and such determination shall be conclusive;
          provided, however, it is agreed that the Company will not be entitled
          to terminate this Agreement for cause pursuant to (iii), (iv) (v) or
          (vi) above unless, prior to such termination, (1) the Executive has
          received a written reprimand detailing the acts or omissions
          constituting failure to comply with (iii), (iv), (v) or (vi) above,
          and (2) the Executive shall have at least thirty (30) days to cure the
          acts or omissions which constitute violations of (iii), (iv), (v) or
          (vi) above.

     b.   Termination by the Company Without Cause. The Company may terminate
          this Agreement and the Executive's employment at any time, during the
          term of this Agreement by giving ninety (90) days written notice to
          the Executive, subject to Paragraph 6 of this Agreement.

     c.   Termination by the Executive Without Cause. The Executive may
          terminate his employment with the First Texas Division at any time by
          giving ninety (90) days written notice to the Company.

     d.   Termination by the Executive for Cause. At any time prior to the end
          of the Employment Term, the Executive shall have the right, at his
          sole option and election, by giving written notice of termination to
          the Secretary of the Company within sixty (60) days after the
          occurrence of the event that is the basis for the giving of such
          notice, to terminate the Agreement effective on the date on which such
          notice is given by the Executive, if, at any time: (i) the Executive
          shall be removed from (other than by reasons justifying such action by
          the Company under Section 5(a) hereof) or by agreement between
          Executive and the Company) the office and position as a Managing
          Director and not placed by the Company in a lateral or otherwise
          equivalent position with the same or reasonably equivalent rights,
          privileges, duties and status; (ii) the Executive is required to
          relocate to offices outside of Houston, Texas; or (iii) an event of
          default occurs under the Promissory Note or the Security Agreement
          executed in connection with the Asset Purchase Agreement and this
          Agreement is terminated in accordance with Section 10 hereof.


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     e.   Termination Upon Death. The Executive's employment with the First
          Texas Division shall automatically terminate on the date of the
          Executive's death if the Executive dies during the term of this
          Agreement.

     f.   Termination Upon Disability. If the Executive is incapacitated by an
          accident, sickness or otherwise, so as to render him mentally or
          physically incapable of performing the services required of him
          pursuant to this Agreement, Executive's employment by the First Texas
          Division shall terminate thirty (30) days after the day on which an
          independent physician determines that the Executive is so disabled,
          and that this Agreement should be terminated by reason of such
          disability. Notwithstanding the foregoing, (i) the Executive shall be
          notified in writing if the independent physician determines that the
          Executive is disabled due to mental or physical health, and (ii) in
          such event, the Executive shall have the right to contest any
          determination of disability by the independent physician. In the event
          that the Executive does contest such determination, such matter shall
          be resolved by arbitration pursuant to this Agreement.

6.   Severance and Other Payments.

     a.   If the Executive's employment pursuant to this Agreement is terminated
          by the Executive, is terminated for "cause" (as herein defined) or is
          terminated due to the death or disability (as determined pursuant to
          paragraph 5(f) of this Agreement) of the Executive, the First Texas
          Division will pay to Executive all compensation earned by, and all
          benefits and reimbursements due to, the Executive through the date of
          termination. Except for the preceding sentence, neither the First
          Texas Division nor the Company shall be obligated to pay or provide
          any severance compensation or benefits to the Executive.

     b.   If the Executive's employment with the First Texas Division is
          terminated at any time pursuant to Paragraph 5(b) or (d) of this
          Agreement, the First Texas Division agrees to (i) pay to Executive all
          compensation earned by, and all benefits and reimbursements due to,
          the Executive through the date of termination, and (ii) pay severance
          compensation to the Executive for a period of twelve (12) months from
          the date of termination of the Executive's employment with the First
          Texas Division. Such severance compensation shall be an amount each
          month equal to the average amount of compensation earned by the
          Executive, pursuant to the terms of this Agreement during the twelve
          (12) months preceding the month in which this Agreement terminates;
          provided, that if Executive has been employed by the Company for less
          than 12 months after the date of this Agreement, then the amount shall
          be an annualized amount based on the Executive's total salary and
          bonus for the period of time immediately preceding the termination of
          his employment.


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     c.   If the Executive's employment is terminated during the term of this
          Agreement, for any reason other than "cause", the Executive shall be
          entitled to receive a pro rata share (based upon the number of months
          employed during the calendar year in which employment with the First
          Texas Division is terminated) of any unpaid bonus or incentive
          compensation which the Executive would otherwise have been entitled to
          receive had he remained employed for the entirety of the calendar year
          involved.

7.   Working Conditions. During the term of this Agreement, the First Texas
     Division will provide the Executive with an office and secretarial
     services.

8.   Restrictive Commitments. During the term of this Agreement, and subsequent
     to the termination of this Agreement (for the time periods below
     indicated), the Executive shall not, without the prior written consent of
     the Company, directly or indirectly, whether as a director, officer,
     employee, agent, consultant or otherwise, engage in any of the activities
     as below described anywhere in the state of Texas, or within fifty (50)
     miles of each city in which there is an office of the Designated Operations
     at the date of termination of this Agreement. During the term of this
     Agreement and for a one (1) year period of time following the date of
     termination of this Agreement, the Executive shall not do any of the
     following: (a) engage in any type of business directly competitive with the
     Designated Operations in the state of Texas, (b) solicit for employment or
     hire any individual who was an employee of the First Texas Division, the
     Company, or the Parent Corporation, or any of the affiliates of such
     entities, as of the date of termination of such employment or at any time
     within the twelve (12) months preceding the date of termination of this
     Agreement, or (c) solicit the mortgage finance marketing service business
     of any person or entity who is or was a customer, client, agent or
     representative of any office or offices of the Designated Operations, at
     the date of termination of this Agreement, or at any time during the twelve
     (12) months preceding the date of termination of this Agreement. In
     addition, the Executive shall never solicit the mortgage finance marketing
     service business of any person or entity that is or was a customer, client,
     agent or representative of Seller on the date of this Agreement, or at any
     time during the twelve (12) months preceding the date of this Agreement.

     The Executive acknowledges that, in exchange for the execution of the
non-competition restrictions above set forth, the Executive has received and
will receive substantial and valuable consideration. The Executive agrees that
this consideration constitutes fair and adequate consideration for the execution
of these non-competition restrictions.

     The Executive agrees that the non-competition restrictions above set forth
are ancillary to an otherwise enforceable agreement and supported by independent
valuable consideration. The Executive further agrees that the limitations as to
time, geographical area and scope of activity to be restrained by these
restrictions are reasonable and acceptable and do not impose any greater
restraint than is reasonably necessary to protect the goodwill and other
business interests of the First Texas Division and the Company. The Executive
further agrees that if, at some later date, a court of competent jurisdiction
determines that any of the restrictions set forth in this Paragraph 8 are not
reasonable, this Paragraph 8 may be reformed by the court and enforced to the
maximum extent permitted under Texas law.


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     If the Executive is found to have violated any of the provisions of this
Paragraph 8, the Executive agrees that the restrictive period of each covenant
so violated shall be extended by a period of time equal to the period of such
violation by him. It is the intent of this Paragraph 8 that the running of the
restrictive period of any covenant shall be tolled during any period of
violation of such covenant so that the Company may obtain the full and
reasonable protection for which it contracted and so that Executive may not
profit by his breach.

     Subject to Section 10, the Executive's covenants and obligations under this
Paragraph 8 shall survive the termination of this Agreement.

9.   Nondisclosure Agreement. The Executive acknowledges that, during the term
     of this Agreement, employment with the Company, the Executive will be
     provided with access to confidential and proprietary information of each of
     the First Texas Division and the Company, and that such information will
     enable the Executive to benefit from the goodwill and know-how of each of
     First Texas Division and the Company. The Executive acknowledges and agrees
     that it is fair and reasonable for the First Texas Division and the Company
     to take steps to protect the First Texas Division and the Company from the
     risk of such misappropriation. The Executive acknowledges that he occupies
     or will occupy a position of trust and confidence with the Company, and
     that the First Texas Division and the Company will be irreparably damaged
     if Executive were to breach the covenants set forth in this Paragraph 9.
     Accordingly, the Executive agrees that the Executive will not, without the
     prior written consent of the Company, at any time during the term of this
     Agreement or anytime thereafter, except as may be required by competent
     legal authority or except as required by the Company to be disclosed in the
     course of performing the Executive's duties under this Agreement, use or
     disclose to any person, firm or other legal entity, any confidential
     records, secrets or information related to the First Texas Division,
     Company, the Parent Corporation, or any parent, subsidiary or affiliated
     person or entity (collectively, "Confidential Information"). Confidential
     Information shall include, without limitation, information about the
     customer lists, product pricing, data, know-how, processes, ideas, product
     development, market studies, computer software and programs, database
     technologies, strategic planning, and risk management as relates to the
     First Texas Division, the Company and their affiliates. The Executive
     acknowledges and agrees that all Confidential Information that he may
     acquire, will be received in confidence and as a fiduciary of the First
     Texas Division and the Company. The Executive will exercise utmost
     diligence to protect and guard such Confidential Information. The Executive
     agrees that he will not, without the express written consent of the Board
     of Directors of the Company, take with him upon the termination of this
     Agreement any document or paper, or any photocopy or reproduction or
     duplication thereof, relating to any Confidential Information.

     Subject to Section 10, the Executive's obligations under this Paragraph 9
shall survive the termination of this Agreement.


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10.  Default under the Promissory Note. Notwithstanding anything to the contrary
     contained herein, if an event of default occurs under the Promissory Note
     or Security Agreement executed in connection with the Asset Purchase
     Agreement and the Seller Parties (as defined in the Asset Purchase
     Agreement) give notice under Section 6 of the Asset Purchase Agreement to
     terminate their relationship with the Company, this Agreement shall
     immediately terminate, including but not limited to the requirements set
     forth in Sections 8 and 9 (i.e., the restrictive commitments and
     nondisclosure obligations shall not apply after a termination of this
     Agreement as a result of an event of default under the Promissory Note or
     Security Agreement), without any further action by the parties hereto. If
     this Agreement terminates pursuant to this Section 10, the Company agrees
     to pay to Executive all compensation earned by, and all benefits and
     reimbursements due to, the Executive through the date of termination.
     Except as otherwise provided in this Agreement, the Company shall have no
     further obligations or commitments to the Executive upon termination of
     this Agreement pursuant to this Section 10.

11.  Notices. All notices or other instruments or communications provided for in
     this Agreement shall be in writing and signed by the party giving same and
     shall be deemed properly given if delivered in person, including delivery
     by overnight courier, or if sent by registered or certified United States
     mail, postage pre-paid, addressed to such party at the address listed
     below. Each party may, by notice to the other party, specify any other
     address for the receipt of such notices, instruments or communications. Any
     notice, instrument or communication sent by telegram shall be deemed
     properly given only when received by the person to whom it is sent.

12.  Miscellaneous.

     a.   The terms and provisions of this Agreement shall inure to the benefit
          of, and shall be binding on, the parties hereto and their respective
          heirs, representatives, successors and assigns. It is understood and
          agreed that the Company may assign this Agreement (i) to any
          subsidiary or affiliate of the Company (provided that the Company
          shall remain liable under this Agreement), or (ii) to an unrelated
          third party if such third party acquires all or substantially all of
          the business operations of the First Texas Division or the Company.

     b.   This Agreement supersedes all other agreements, either oral or in
          writing, between the parties to this Agreement, with respect to the
          employment of the Executive by the First Texas Division. This
          Agreement contains the entire understanding of the parties and all of
          the covenants and agreement between the parties with respect to such
          employment. Any such prior agreements are hereby terminated without
          obligation for any payments otherwise due thereunder. No waiver or
          modification of this Agreement or of any covenant, condition or
          limitation herein contained shall be valid, unless in writing and duly
          executed by the party to be charged therewith, and no evidence of any
          waiver or modification shall be offered or received in evidence of any
          proceeding, arbitration, or litigation between the parties hereto
          arising out of or affecting this Agreement, or the rights or
          obligations of the parties hereunder, unless such waiver or
          modification is in writing, duly executed as aforesaid, and the
          parties further agree that the provisions of this Paragraph 11(b) may
          not be waived except as herein set forth.

     c.   All agreements and covenants contained herein are severable and in the
          event any of them shall be held to be invalid as written, pursuant to
          the arbitration or judicial proceedings provided for in this
          Agreement, this Agreement shall be interpreted as if such invalid
          agreements or covenants were not contained herein.

     e.   Any controversy between the parties to this Agreement involving the
          construction or application of any of the terms, covenants, or
          conditions of this Agreement shall be submitted to arbitration in
          Harris County, Texas, if either party to this Agreement shall request
          arbitration by notice in writing to the other party. In such event,
          the parties to this Agreement shall, within thirty (30) days after
          this Paragraph 11(d) is invoked, both appoint one person as an
          arbitrator to hear and determine the dispute, then the two arbitrators
          so chosen shall, within fifteen (15) days, select a third impartial
          arbitrator; the majority decision of the arbitrators shall be final
          and conclusive upon the parties to this Agreement. Each party to the
          arbitration proceedings shall bear his or its own expenses, except
          that the expenses of the arbitrators shall be borne equally by the
          Company and the Executive.


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     e.   In the event of any litigation between the parties related to the
          compliance with the terms and conditions of this Agreement, the
          parties hereto acknowledge and agree that (i) such litigation
          proceedings must be held in Harris County, Texas, and (ii) the
          prevailing party in such litigation proceedings shall be entitled to
          recover, from the non-prevailing party, reasonable attorneys' fees and
          expenses incurred in connection with the dispute involved.

     f.   This Agreement has been made under and shall be governed by the laws
          of the State of Texas.

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    IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of December 31, 2003.

                                     COMPANY:

                                     AVAILENT FINANCIAL, INC.


                                     By: /s/ Patrick A. McGeeney
                                         ----------------------------------
                                             Patrick A. McGeeney, President


                                     Address: 2720 Stemmons Freeway
                                              South Tower
                                              Suite 600
                                              Dallas, TX  75207

                                     EXECUTIVE:


                                     By: /s/ Doug Brown
                                         ----------------------------------
                                             Doug Brown

                                     Address:     ______________________
                                                  ______________________





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