Remote Dynamics Inc
EMPLOYMENT AGREEMENT - DAVID BAGLEY
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>12
<FILENAME>d20279exv10w26.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - DAVID BAGLEY
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.26

                              EMPLOYMENT AGREEMENT

      This Employment Agreement (this "Agreement"), EFFECTIVE AS OF SEPTEMBER
17, 2004, is entered into in Richardson, Texas by and between REMOTE DYNAMICS,
INC., a Delaware corporation formerly known as Minorplanet Systems USA, Inc.
with its principal place of business located at 1155 Kas Drive, Suite 100,
Richardson, Texas, 75081 ("Employer"), and DAVID BAGLEY, an individual residing
981 MAUVE DRIVE, LEWISVILLE, TEXAS 75067 ("Executive").

      NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
Employer and Executive, intending to be legally bound, hereby agree as follows:

1.    Employment Relationship. Employer hereby employs Executive, and Executive
      hereby accepts such employment, upon the terms and conditions set forth in
      this Agreement. Such employment relationship shall continue for the stated
      term of this Agreement, as described in Section 7 hereof, unless earlier
      terminated pursuant to Section 5 hereof.

2.    Position and Responsibilities of Executive. Executive shall be employed as
      SENIOR VICE PRESIDENT OF NETWORKS & ENGINEERING with job responsibilities
      related thereto, and such job responsibilities may be expanded at the sole
      discretion of the Chief Executive Officer and/or the Board of Directors of
      Employer. Executive shall report to the Chief Operating Officer of
      Employer and shall devote such time, skill and attention to the business
      of Employer as shall be required for the efficient management thereof, and
      shall manage and supervise such business, and shall devote his full time
      best efforts to the faithful performance of his duties on behalf of
      Employer. If Executive is the Chief Executive Officer, such Executive
      shall report to the Board of Directors of the Company. Executive shall
      also perform such other duties, and may have job responsibilities and
      titles modified from time to time as may be requested by the Chief
      Executive Officer and/or the Board of Directors of Employer, provided such
      duties and job titles are generally consistent with the level of
      responsibility currently held by Executive. Executive's duties shall be
      performed at the Employer's corporate headquarters in Richardson, Texas.
      The location at which Executive performs his duties shall not be relocated
      more than fifty (50) miles from Employer's corporate headquarters on the
      date hereof, without Executive's written consent, provided that the
      Executive may be required to travel and/or work from time to time on a
      non-permanent basis wherever the Employer shall reasonably require.
      Executive shall not engage in additional gainful employment of any kind or
      undertake any role or position, whether or not for compensation, with any
      competitor of Employer during the term of this Agreement without advance
      written approval of the Board of Directors of Employer.

3.    Compensation. For all services rendered by Executive pursuant to this
      Agreement, Employer shall pay to Executive, and Executive shall accept as
      full compensation hereunder the following:

      a.    Salary. Executive shall receive a salary of $11,808.34_PER MONTH
            payable by

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            Employer in semi-monthly amounts in Richardson, Texas. Executive's
            salary shall be subject to all appropriate federal and state
            withholding taxes and shall be payable in accordance with the normal
            payroll procedures of Employer. Employer shall not reduce
            Executive's salary without Executive's written consent. The Company
            shall review for potential increase such Executive's annual base
            salary on or about January 1 of each calendar year.

      b.    Benefits and Perquisites. Executive shall be entitled to participate
            in the Executive benefit plans provided by Employer for all
            employees generally, and for executive employees of Employer.
            Employer shall be entitled to change such plans from time to time,
            and the parties acknowledge that at the initial date of this
            Agreement the fringe benefits provided to Executive include a
            corporate 401(k) plan, health, dental, life, short and long-term
            disability insurance for the Executive, and reimbursement of certain
            expenses in accordance with the policies and procedures of Employer.

      b.    Discretionary Bonuses. The Board of Directors of Employer shall
            establish a discretionary incentive bonus plan for Executive based
            on various targets and performance criteria to be established by the
            Board of Directors of Employer. The evaluation of the performance of
            Executive as measured by the applicable targets and the awarding of
            applicable bonuses, if any, shall be at the sole discretion of the
            Board of Directors of Employer. The annual bonus which may be
            awarded to Executive shall be in the amount of fifty percent (50%)
            of Executive's annual base salary at each calendar year end of
            Employer during the term of this Agreement, pro-rated for partial
            years of employment. The annual discretionary bonus may be awarded
            in whole, or in part, based on the level of incentive bonus plan
            performance criteria achieved by Executive, in the sole judgment of
            the Board of Directors of Employer.

            i.    Additional discretionary bonus may be earned by Executive
                  based upon exceeding business plan targets to established by
                  Compensation Committee of the Board of Directors of Employer
                  in its sole discretion. Business plan targets shall include as
                  criteria, minimum AVL unit price, AVL unit gross margin and
                  AVL units sales targets for achievement.

      d.    Restricted Stock Grant; Vesting. Employer shall grant to Executive
            75,000 SHARES of restricted stock (the "Restricted Shares"), which
            shall be governed by the attached Restricted Stock Agreement and the
            Restated Remote Dynamics, Inc. 2004 Management Incentive Plan, as
            amended (the "Plan"). Specifically, the Restricted Shares shall vest
            as follows:

                  -     One Third (1/3) of the Restricted Shares shall vest upon
                        the execution by Employer of an agreement with the
                        member companies of SBC Communications, Inc. for the
                        retrofit of SBC's fleet of service vehicles at the
                        substantially similar volumes and profit margins as set
                        forth in the May 20, 2004 Report to the Official
                        Unsecured Creditors Committee;

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                  -     One Third (1/3) of the Restricted Shares shall vest upon
                        the completion by Employer of three (3) consecutive
                        fiscal quarters in which Employer achieved positive
                        EBIDTA within two and one-half (2.5) years of the
                        effective date of this Agreement; and

                  -     One Third (1/3) of the Restricted Shares shall vest upon
                        the completion by Employer of four (4) consecutive
                        fiscal quarters in which Employer achieved net income
                        within three (3) years of the effective date of this
                        Agreement.

      e.    Acceleration of Vesting. In the event that (i) Employer terminates
            this employment relationship with Executive for a reason other than
            Cause (as defined in Section 5(b) below) or due to Executive's death
            (other than by suicide) or permanent disability (as provided in
            Section 5(a) below); or (ii) Executive terminates this employment
            relationship with Employer for Good Reason following a Change in
            Control (as such terms are defined in Annex A), then in addition to
            any other compensation and benefits due to Executive as set forth in
            this Agreement, all Restricted Shares previously vested at the time
            of termination shall be retained by Executive, and fifty percent
            (50%) of the Restricted Shares not yet vested at the time of
            termination shall vest as of the date of termination; provided that,
            if it is no longer possible to earn such unvested Restricted Shares
            (for example, if an SBC agreement was executed on terms which do not
            qualify for vesting), then Executive shall not be entitled to
            receive fifty percent (50%) of the Restricted Shares that are no
            longer possible to become vested.

4.    Protective Covenants. Executive recognizes that his employment by Employer
      is one of the highest trust and confidence because (i) Executive has
      become and/or in the future will become fully familiar with all aspects of
      Employer's business during the period of his employment with Employer,
      (ii) certain information of which Executive will gain knowledge during his
      employment by Employer is proprietary and confidential information and is
      of special and peculiar value to Employer, and (iii) if any such
      proprietary and confidential information were imparted to or became known
      by any person, including Executive, engaging in a business in competition
      with that of Employer, hardship, loss and irreparable injury and damage
      could result to Employer, the measurement of which would be difficult if
      not impossible to ascertain. Executive further acknowledges that Employer
      has developed unique skills, concepts, sales presentations, marketing
      programs, marketing strategy, business practices, methods of operation,
      pricing information, production cost information, trademarks, licenses,
      technical information, proprietary information, computer software
      programs, tapes and discs concerning its operations systems, customer
      lists, customer leads, documents identifying past, present and future
      customers, customer profile and preference data, hiring and training
      methods, investment policies, financial and other confidential and
      proprietary information concerning its operations and expansion plans
      ("Trade Secrets"). Therefore, Executive agrees that it is necessary for
      Employer to protect its business and that of its affiliates from such
      damage, and Executive further agrees that the following covenants

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      constitute a reasonable and appropriate means, consistent with the best
      interest of both Executive and Employer, to protect Employer or its
      affiliates against damage due to loss or disclosure of proprietary
      information or Trade Secrets and shall apply to and be binding upon
      Executive as provided herein:

      a.    Trade Secrets. Executive recognizes that his position with Employer
            is one of the highest trust and confidence by reason of Executive's
            access to and contact with certain Trade Secrets of Employer.
            Executive agrees and covenants that, except as may be required by
            Employer in connection with this Agreement, or with the prior
            written consent of Employer, Executive shall not, either during the
            term of this Agreement or at any time thereafter, directly or
            indirectly, use for Executive's own benefit or for the benefit of
            another, or disclose, disseminate, or distribute to another, except
            as directed by Employer or as required for the performance of
            Executive's duties on behalf of the Employer, any Trade Secret
            (whether or not acquired, learned, obtained, or developed by
            Executive alone or in conjunction with others) of Employer or of
            others with whom Employer has a business relationship. All Trade
            Secrets, and all memoranda, notes, records, drawings, documents, or
            other writings whatsoever made, compiled, acquired, or received by
            Executive at any time during his employment with Employer, including
            during the term of this Agreement, arising out of, in connection
            with, or related to any activity or business of Employer, including,
            but not limited to, the customers, suppliers, or others with whom
            Employer has a business relationship, the arrangements of Employer
            with such parties, and the pricing and expansion policies and
            strategy of Employer, are, and shall continue to be, the sole and
            exclusive property of Employer and shall, together with all copies
            thereof, any and all documents constituting or relating to
            Employer's proprietary information and Trade Secrets, and all
            advertising literature, be returned and delivered to Employer by
            Executive immediately, without demand, upon the termination of this
            Agreement, or at any time upon Employer's demand.

                  Executive acknowledges that Employer would not employ
            Executive or provide Executive access to Employer's Trade Secrets
            and proprietary and confidential information but for Executive's
            covenants in this Section 4.

                  Executive represents and warrants that he is not bound by any
            agreement with any prior employer or other party that will be
            breached by execution and performance of this Agreement, or which
            would otherwise prevent him from performing his duties with Employer
            as set forth in this Agreement. Executive represents and warrants
            that he has not retained any copies of proprietary and confidential
            information of any prior employer, and he will not use or rely on
            any confidential and proprietary information of any prior employer
            in carrying out her duties for Employer.

      b.    Covenant Not to Compete. In consideration of the numerous mutual
            promises contained in the Agreement between Employer and the
            Executive, including, without limitation, those involving access to
            Trade Secrets and confidential information and training, and in
            order to protect Employer's Trade Secrets and the confidential

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            information and to reduce the likelihood of irreparable damage which
            would occur in the event such information is provided to or used by
            a competitor of Employer, Executive agrees that during his
            employment and for an additional period of twelve (12) months
            immediately following the voluntary or involuntary termination of
            his employment for any reason whatsoever (the "Non-Competition
            Term"), Executive will not, without the prior written consent of
            Employer (which consent may be withheld in its sole discretion),
            enter the employ of any person or entity, either directly or
            indirectly either as principal, agent, representative, shareholder
            (except owning publicly traded stock for investment purposes only in
            which Executive owns less than 5%) consultant, officer, business
            partner, associate, Executive or otherwise, with a place of business
            in the United States of America and/or Canada, which sells or offers
            to sell services and/or products which compete directly with the
            services and/or products offered or to be offered for sale by
            Employer.

                  Executive hereby acknowledges that the geographic boundaries,
            scope of prohibited activities and the time duration of the
            provisions of this Section 4 are reasonable and are no broader than
            are necessary to protect the legitimate business interests of the
            Employer.

            The Employer and Executive agree and stipulate that the agreements
            and covenants not to compete contained in Section 4 hereof are fair
            and reasonable in light of all of the facts and circumstances of the
            relationship between Executive and Employer; however, Executive and
            Employer are aware that in certain circumstances courts have refused
            to enforce certain provisions of agreements not to compete.
            Therefore, in furtherance of, and not in derogation of the
            provisions of Section 4, Employer and Executive agree that in the
            event a court should decline to enforce the provisions of Section 4,
            that Section 4 shall be deemed to be modified or reformed to
            restrict Executive's competition with Employer or its affiliates to
            the maximum extent, as to time, geography and business scope, which
            the court shall find enforceable; provided, however, in no event
            shall the provisions of Section 4 be deemed to be more restrictive
            to Executive than those contained herein.

      c.    Non-Solicitation. Executive agrees that during his employment, and
            for a period of twelve (12) months following the termination of his
            employment for any reason whatsoever, that neither he nor any
            individual, partner(s), limited partnership, corporation or other
            entity or business with which he is in any way affiliated,
            including, without limitation, any partner, limited partner,
            director, officer, shareholder, Executive, or agent of any such
            entity or business, will (i) request, induce or attempt to
            influence, directly or indirectly, any employee of Employer to
            terminate their employment with Employer or (ii) employ any person
            who as of the date of this Agreement was, or after such date, is an
            employee of Employer. Executive further agrees that during the
            period beginning with the commencement of Executive's employment
            with Employer and ending twelve (12) months after the termination of
            Executive's employment with Employer for

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            any reason whatsoever, he shall not, directly or indirectly, as an
            Executive, agent, consultant, stockholder, director, partner or in
            any other individual or representative capacity of Employer or of
            any other person, entity or business, solicit or encourage any
            present or future customer, supplier, contractor, partner or
            investor of the Employer to terminate or otherwise alter his, her or
            its relationship with Employer.

      d.    Work Product. For purposes of this Section 4, "Work Product" shall
            mean all intellectual property rights, including all trade secrets,
            U.S. and international copyrights, patentable inventions,
            discoveries and other intellectual property rights in any
            programming, design, documentation, technology, or other work
            product that is created in connection with Executive's work. In
            addition, all rights in any preexisting programming, design,
            documentation, technology, or other Work Product provided to
            Employer during Executive's employment shall automatically become
            part of the Work Product hereunder, whether or not it arises
            specifically out of my "Work." For purposes of this Agreement,
            "Work" shall mean (1) any direct assignments and required
            performance by or for the Employer, and (2) any other productive
            output that relates to the business of the Employer and is produced
            during the course of Executive's employment or engagement by
            Employer. For this purpose, Work may be considered present even
            after normal working hours, away from Employer's premises, on an
            unsupervised basis, alone or with others. Unless otherwise approved
            in writing by the Board of Directors of Employer, this Agreement
            shall apply to all Work Product created in connection with all Work
            conducted before or after the date of this Agreement.

            Employer shall own all rights in the Work Product. To this end, all
            Work Product shall be considered work made for hire for Employer. If
            any of the Work Product may not, by operation of law or agreement,
            be considered Work made by Executive for hire for the Employer (or
            if ownership of all rights therein do not otherwise vest exclusively
            in the Employer immediately), Executive agrees to assign, and upon
            creation thereof does hereby automatically assign, with further
            consideration, the ownership thereof to the Employer. Executive
            hereby irrevocably relinquishes for the benefit of Employer and its
            assigns any moral rights in the Work Product recognized by
            applicable law. Employer shall have the right to obtain and hold, in
            whatever name or capacity it selects, copyrights, registrations, and
            any other protection available in the Work Product.

            Executive agrees to perform upon the request of Employer, during or
            after Executive's Work or employment, such further acts as may be
            necessary or desirable to transfer, perfect, and defend the
            Employer's ownership of the Work Product, including by (1)
            executing, acknowledging, and delivering any requested affidavits
            and documents of assignment and conveyance, (2) obtaining and/or
            aiding in the enforcement of copyrights, trade secrets, and (if
            applicable) patents with respect to the Work Product in any
            countries, and (3) providing testimony in

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            connection with any proceeding affecting the rights of the Employer
            in any Work Product.

            Executive warrants that Executive's Work for Employer does not and
            will not in any way conflict with any remaining obligations
            Executive may have with any prior employer or contractor. Executive
            also agrees to develop all Work Product in a manner that avoids even
            the appearance of infringement of any third party's intellectual
            property rights.

      e.    Survival of Covenants. Each covenant of Executive set forth in this
            Section 4 shall survive the termination of this Agreement and shall
            be construed as an agreement independent of any other provision of
            this Agreement, and the existence of any claim or cause of action of
            Executive against Employer whether predicated on this Agreement or
            otherwise shall not constitute a defense to the enforcement by
            Employer of said covenant. No modification or waiver of any covenant
            contained in Section 4 shall be valid unless such waiver or
            modification is approved in writing by the Board of Directors of
            Employer.

      f.    Remedies. In the event of breach or threatened breach by Executive
            of any provision of this Section 4, Employer shall be entitled to
            relief by temporary restraining order, temporary injunction, or
            permanent injunction or otherwise, in addition to other legal and
            equitable relief to which it may be entitled, including any and all
            monetary damages which Employer may incur as a result of said
            breach, violation or threatened breach or violation. Employer may
            pursue any remedy available to it concurrently or consecutively in
            any order as to any breach, violation, or threatened breach or
            violation, and the pursuit of one of such remedies at any time will
            not be deemed an election of remedies or waiver of the right to
            pursue any other of such remedies as to such breach, violation, or
            threatened breach or violation, or as to any other breach,
            violation, or threatened breach or violation.

                  Executive hereby acknowledges that Executive's agreement to be
            bound by the protective covenants set forth in this Section 4 was a
            material inducement for Employer entering into this Agreement,
            agreeing to pay Executive the compensation and benefits set forth
            herein, and providing Executive access to Employer's Trade Secrets
            and other confidential information.

5.    Termination. The employment relationship between Executive and Employer
      created hereunder shall terminate before the expiration of the stated term
      of this Agreement upon the occurrence of any one of the following events:

      a.    Death or Permanent Disability. The employment relationship shall be
            terminated effective on the death or permanent disability of the
            Executive. However, Executive shall be entitled to leaves of absence
            from the Company in accordance with the policy of the Company
            generally applicable to executives for illness or temporary
            disabilities for a period or periods not exceeding six (6) months in
            any

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            calendar year, and his status as an Executive shall continue during
            such periods. However, if the Executive qualifies for short term
            disability payments under Employer's standard short term disability
            plan during such leave, Executive shall apply to receive such short
            term disability payments. Employer shall supplement such short term
            disability payments during the first three (3) months of any such
            six (6) month period so that Executive receives such monthly amounts
            when combined with the short term disability payments to equal
            Executive's monthly compensation as set forth in paragraph 3(a) of
            this Agreement. However, during the last three (3) months of any
            such six (6) month period, Executive shall accept payments under
            Employer's standard short term disability plan in lieu of any salary
            payments set forth in Section 3(a) above. If Executive is
            incapacitated due to physical or mental illness and such incapacity
            prevents Executive from satisfactorily performing his duties for the
            Company on a full time basis for six (6) months or more during a
            single fiscal year, Executive shall be deemed to have experienced a
            permanent disability and the Company may terminate this Agreement
            upon thirty (30) days written notice. In the event that Employer
            terminates this Agreement on the basis of the Executive's permanent
            disability, the Executive shall be entitled to a cash payment equal
            to the Executive's annual salary as of the date of termination. The
            Company shall make such payment within thirty (30) days of such
            termination.

      b.    Termination for Cause. The following events, which for purposes of
            this Agreement shall constitute "cause" for termination:

            i.    Any act of fraud, misappropriation or embezzlement by
                  Executive with respect to any aspect of Employer's business;

            ii.   The breach by Executive of any provision of Sections 1, 2 or 4
                  (including but not limited to a refusal to follow lawful
                  directives of the Board of Directors of Employer or their
                  designees which are not inconsistent with the duties of
                  Executive's position and the provisions of this Agreement) of
                  this Agreement;

            iii.  The conviction of Executive by a court of competent
                  jurisdiction of a felony or of a crime involving moral
                  turpitude;

            iv.   The intentional and material breach by the Executive of any
                  non-disclosure or non-competition/non-solicitation provision
                  of any agreement to which the Executive and Employer or any of
                  its subsidiaries are parties;

            v.    The intentional and continual failure by the Executive to
                  perform in all material respects his duties and
                  responsibilities (other than as a result of death or
                  disability) and the failure of the Executive to cure the same
                  in all material respects within thirty (30) days after written
                  notice thereof from Employer;

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            vi.   The illegal use of drugs by Executive during the term of this
                  Agreement that, in the determination of the Board of Directors
                  of Employer, substantially interferes with Executive's
                  performance of his duties hereunder; or

            vii.  Acceptance of employment with any other employer except upon
                  written permission of the Board of Directors of Employer.

      c.    Termination by Employer with Notice. Employer may terminate this
            Agreement without cause at any time upon thirty (30) days written
            notice to Executive, during which period Executive shall not be
            required to perform any services for Employer other than to assist
            Employer in training his successor and generally preparing for an
            orderly transition; PROVIDED, HOWEVER, that Executive shall be
            entitled to compensation upon such termination as provided in
            Section 6(a), (b), (c) and (d) below.

      d.    Termination by Executive Upon Notice For Good Reason Upon Change in
            Control. Executive may terminate this Agreement upon Good Reason
            either six (6) months prior to or within two (2) years subsequent to
            a Change in Control (as defined in Annex A hereto). Executive shall
            give Employer fifteen (15) business days notice of an intent to
            terminate this Agreement for "Good Reason" as defined in Annex A,
            and provide the Employer with ten (10) business days after receipt
            of such notice from Executive to cure the conditions giving rise to
            Executive's right to terminate for Good Reason. Upon termination for
            Good Reason, Executive shall be entitled to compensation upon such
            termination as provided in Section 6(a), (b), (c) and (d) below.

6.    Compensation Upon Termination. Upon the termination of Executive's
      employment under this Agreement before the expiration of the stated term
      hereof for any reason, Executive shall be entitled to:

      a.    the salary earned by him before the effective date of termination as
            provided in Section 3(a) hereof (including salary payable during any
            applicable notice period), prorated on the basis of the number of
            full days of service rendered by Executive during the salary payment
            period to the effective date of termination;

      b.    any accrued, but unpaid, vacation benefits;

      c.    the percentage of bonus compensation earned by Executive prior to
            the effective date of the termination based upon targets achieved
            prior to the effective date of termination; and

      d.    any previously authorized but unreimbursed business expenses.

            If Executive's employment hereunder terminates because of the death
      or permanent disability of Executive, all amounts that may be due to her
      under this Section

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      6 or Section 5(a) shall be paid to him or his administrators, personal
      representatives, heirs and legatees, as may be appropriate.

      e.    Additional Compensation and Benefits Upon Termination Without Cause
            by Employer or Termination by Executive for Good Reason Upon Change
            in Control. If Executive's employment hereunder is terminated by
            Employer without Cause pursuant to Section 5(c) above or is
            terminated by Executive for Good Reason pursuant to Section 5(d)
            above, Employer shall provide to Executive in addition to the
            amounts set forth in Subparagraphs 6(a), 6(b) and 6(c) above:

            i.    a cash payment equal to twelve (12) months of base salary for
                  such Executive.

            ii.   the vesting of Executive's Restricted Shares shall be
                  accelerated as set forth in Section 3(e) above.

            iii.  for twelve (12) months following the date of termination of
                  the Executive's employment in circumstances in which a
                  severance payment is due hereunder, Employer shall provide the
                  Executive, at Employer's expense, health and other welfare
                  benefits that are not less favorable to the Executive than
                  those to which he was entitled immediately prior to the
                  termination. Provided however, Employer shall have no
                  obligation to provide Executive with any compensation under
                  this Section 6 if Executive is in breach or violation of any
                  of the covenants contained in Section 4, which are applicable
                  to the Executive at the time of the severance payment.

            Employer shall pay the severance amounts, and the Restricted Shares
            shall be deemed vested, immediately upon the effective date of the
            termination. Executive shall have no obligation to mitigate any
            severance obligation of Employer under this Agreement by seeking new
            employment. Employer shall not be entitled to set off or reduce any
            severance payments owed to Executive under this Agreement by the
            amount of earnings or benefits received by Executive in future
            employment. The provisions of Sections 4, 5, 6 and 7 hereof shall
            survive the termination of the employment relationship hereunder and
            this Agreement.

7.    Term. This Agreement shall be binding and enforceable against Employer and
      Executive immediately upon its execution by both such parties. The stated
      term of this Agreement and the employment relationship created hereunder
      shall begin on the effective date of this Agreement (with Executive to be
      bound by confidentiality and other provisions set forth in Section 4
      herein to the extent confidential information is provided to Executive
      prior to such date), and shall remain in effect for two (2) years
      thereafter, unless sooner terminated in accordance with Section 5 hereof.
      This Agreement shall be deemed to be renewed for a month-to-month term
      after its initial term ("Renewal Term"), unless the parties execute an
      express written renewal agreement which specifies a different term or

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      either party exercises its right to terminate the Agreement pursuant to
      the provisions herein. Following expiration of the initial two (2) year
      term, the severance payments due to Executive as per Section 6(e)(i) upon
      termination for a reason other than Cause by Employer as per Section 5(c)
      or termination for Good Reason by Executive as per Section 5(d) above
      shall be reduced by 1/12 for every two (2) months of employment subsequent
      to the expiration of the initial two (2) year term; provided, however,
      that under no circumstances shall the severance payment be reduced below
      six (6) months of base salary. Except for the modification to Section
      6(e)(i), Executive shall receive all other severance and benefits due to
      Executive under Section 6(e)(ii), (iii) and (iv) following expiration of
      the initial two (2) year term.

      a.    Notwithstanding any provision of this Agreement to the contrary, the
            parties' respective rights and obligations under Sections 3, 4, 6
            and 7 shall survive any termination or expiration of this Agreement
            or the termination of the Executive's employment for any reason
            whatsoever.

8.    Remedies. Each of the parties to this Agreement will be entitled to
      enforce its rights under this Agreement specifically, to recover damages
      by reason of any breach of any provision of this Agreement and to exercise
      all other rights existing in its favor. Notwithstanding Section 9 below,
      the parties hereto agree and acknowledge that money damages may not be an
      adequate remedy for any breach of the provisions of this Agreement and
      that any party may in its sole discretion apply to any court of law or
      equity of competent jurisdiction for specific performance and/or
      injunctive relief in order to enforce or prevent any violations of the
      provisions of this Agreement.

9.    Arbitration. Except as Provided in Section 8 above, any controversy or
      claim arising out of or relating to this Agreement or relating to
      Executive's rights, compensation and responsibilities as an Executive
      shall be determined by arbitration in Dallas County, Texas in accordance
      with the rules of the American Arbitration Association then in effect. The
      arbitration shall be submitted to a single arbitrator selected in
      accordance with the American Arbitration Association's procedures then in
      effect for the selection of employment arbitrators. The parties shall
      split the cost of the arbitrator. The arbitrator shall have the authority
      to award any remedy that could be awarded by a court of competent
      jurisdiction. This Section 9 shall survive termination of this Agreement
      for any reason.

10.   Assignment. This Agreement is personal to Executive and may not be
      assigned in any way by Executive without the prior written consent of
      Employer. This Agreement shall not be assignable or delegable by Employer,
      other than to an affiliate of Employer; provided, however, that in the
      event of the acquisition, merger or consolidation of Employer, the
      obligations of Employer hereunder shall be binding upon the surviving or
      resulting entity of such acquisition, merger or consolidation. The rights
      and obligations under this Agreement shall inure to the benefit of and
      shall be binding upon the heirs, legatees, administrators and personal
      representatives of Executive and upon the successors, representatives and
      assigns of Employer.

                                       11
<PAGE>

11.   Severability and Reformation. The parties hereto intend all provisions of
      this Agreement to be enforced to the fullest extent permitted by law. If,
      however, any provision of this Agreement is held to be illegal, invalid,
      or unenforceable under present or future law, such provision shall be
      fully severable, and this Agreement shall be construed and enforced as if
      such illegal, invalid, or unenforceable provision were never a part
      hereof, and the remaining provisions shall remain in full force and effect
      and shall not be affected by the illegal, invalid, or unenforceable
      provision or by its severance.

12.   Notices. All notices and other communications required or permitted to be
      given hereunder shall be in writing and shall be deemed to have been duly
      given if delivered personally, mailed by certified mail (return receipt
      requested) or sent by overnight delivery service, cable, telegram,
      facsimile transmission or telex to the parties at the following addresses
      or at such other addresses as shall be specified by the parties by like
      notice:

                        If to Employer:  Remote Dynamics, Inc.
                                         Attn: General Counsel
                                         1155 Kas Drive, Suite 100
                                         Richardson, Texas 75081

                        If to Executive: DAVID BAGLEY
                                         981 MAUVE DRIVE
                                         LEWISVILLE, TEXAS 75067

            Notice so given shall, in the case of notice so given by mail, be
            deemed to be given and received on the fourth calendar day after
            posting, in the case of notice so given by overnight delivery
            service, on the date of actual delivery and, in the case of notice
            so given by cable, telegram, facsimile transmission, telex or
            personal delivery, on the date of actual transmission or, as the
            case may be, personal delivery.

13.         Further Actions. Whether or not specifically required under the
            terms of this Agreement, each party hereto shall execute and deliver
            such documents and take such further actions as shall be necessary
            in order for such party to perform all of his or its obligations
            specified herein or reasonably implied from the terms hereof.

14          GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
            ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING
            EFFECT TO THE CONFLICT OF LAWS (RULES) OR CHOICE OF LAWS (RULES)
            THEREOF.

15.         Entire Agreement and Amendment. This Agreement contains the entire
            understanding and agreement between the parties, and supersedes any
            other agreement between Executive and Employer, whether oral or in
            writing, with respect to the subject matter hereof.. This Agreement
            may not be altered, amended, or rescinded, nor may any of its
            provisions be waived, except by an instrument in writing signed by
            both parties hereto or, in the case of an asserted waiver, by the
            party against whom the waiver is sought to be

                                       12
<PAGE>
      enforced. Any modification of this Agreement shall be effective only if
      signed by the President and Chief Executive Officer of Employer as
      authorized by the Board of Directors of Employer.

16.   Counterparts. This Agreement may be executed in counterparts, with the
      same effect as if both parties had signed the same document. All such
      counterparts shall be deemed an original, shall be construed together and
      shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

EMPLOYER:

REMOTE DYNAMICS, INC.

By:/s/ Dennis R. Casey
   ----------------------------
   Dennis R. Casey,
   President & Chief Executive Officer

EXECUTIVE:

/s/ David Bagley
-------------------------------
DAVID BAGLEY

                                       13
<PAGE>

                                     ANNEX A

                                   DEFINITIONS

"Change of Control" means the occurrence of any of the following events:

            i.    any "person" or "group" as such terms are used under Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), other than Employer or a current
                  shareholder or option holder, any trustee or any other
                  fiduciary holding securities under an Executive benefit plan
                  of Employer, or any corporation owned, directly or indirectly,
                  by the stockholders of Employer in substantially the same
                  proportions as their ownership of Common Stock of Employer,
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), of securities of Employer representing
                  thirty-five percent (35%) or more of the combined voting power
                  of Employer's voting securities then-outstanding;

            ii.   during any period of two (2) consecutive years, individuals
                  who at the beginning of such period constituted the Board of
                  Directors of Employer cease for any reason to constitute a
                  majority thereof (unless the election, or nomination for
                  election by Employer's stockholders, of such director was
                  approved by a vote of at least two-thirds (2/3) of the
                  directors then still in office who either were directors at
                  the beginning of such period or whose election or nomination
                  for election was previously so approved);

            iii.  Employer completes a merger or consolidation of Employer with
                  another corporation, other than (A) a merger or consolidation
                  which would result in the voting securities of Employer
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of the surviving entity) more than eighty
                  percent (80%) of the combined voting power of the voting
                  securities of Employer or such surviving entity outstanding
                  immediately after such merger or consolidation, or (B) a
                  merger or consolidation effected to implement a
                  recapitalization of Employer (or similar transaction) in which
                  no "person" (as herein above defined), excluding a current
                  shareholder or option holder, acquires more than thirty
                  percent (35%) of the combined voting power of Employer's
                  then-outstanding voting securities; or

            iv.   the stockholders of Employer approve a plan of complete
                  liquidation of Employer or any agreement for the sale or
                  disposition by Employer of all or substantially all of
                  Employer's assets.

                                       14
<PAGE>

 "Good Reason" means the occurrence of any of the following events:

      a.    the reduction of the Executive's job title, position or
            responsibilities without the Executive's prior written consent;

      b.    the change of the location where the Executive is based to a
            location which is more than fifty (50) miles from his present
            location without the Executive's prior written consent; or

      c.    any reduction of the Executive's annual base salary and percentage
            bonus potential from the highest annual base salary actually paid to
            Executive and the highest potential percentage bonus which could
            have been earned by Executive during the two (2) years immediately
            preceding the Change of Control.

                                       15

</TEXT>
</DOCUMENT>
