Preview | Employment Agreement |

THIS AGREEMENT, by and between Richard W. Cotter (the Employee) and Apropos Technology, Inc., an Illinois corporation (the Company), is made as of the 10th day of August, 2005.

In consideration of the mutual covenants herein contained, and inconsideration of the employment of Employee by the Company, the parties agree as set forth below.

(a) Position. The Company agrees to employ the Employee under the terms of this Agreement in the position of Senior Vice President, Sales. Employee shall report to the President of the Company. The primary duties and responsibilities of the Senior Vice President, Sales as of the date hereof are set forth on Exhibit A. The Employees duties and responsibilities shall not be limited by Exhibit A, and may be modified, reduced or expanded at any time to accommodate the Companys needs. Employee shall use his best efforts to fulfill his duties and responsibilities.

(b) Other Activities. The Employee shall devote his full business efforts and time to the Company during normal working hours. Employee shall not be involved in any other activities with an expectation of profit, other than passive investments, during these hours.

(c) Noncompetition, Nondisclosure and Developments. As a condition of employment, concurrently with the execution hereof, Employee agrees to execute the Noncompetition, Nondisclosure and Developments Agreement set forth in Exhibit B.

(a) Base Salary. The Employee shall be paid a base salary (the Base Compensation) of $190,000 per year, payable in accordance with the Companys standard payroll policies. The President shall review Employees performance and the Companys financial and operating results on at least an annual basis and shall report his findings to the Compensation Committee. The Compensation Committee, in its sole discretion, may increase Employees base salary as it deems appropriate based on such review.

(b) Bonus. Employee shall also be eligible for a bonus each full fiscal year if revenue and financial targets are achieved. In the event Employees employment with the Company terminates for any reason other than pursuant to Section 6(c) hereof (voluntary termination by the Employee) or 6(b)(ii) hereof (Termination for Cause), Employee shall be entitled to receive a pro rated bonus, determined by multiplying the bonus earned for the year through the termination date, if any, by a fraction representing the portion of the year during which he was employed. The bonus shall be paid on February 15th of the following year. If Employees employment with the Company terminates pursuant to Section 6(c) or Section

6(b)(ii) hereof, Employee shall be deemed to have forfeited his entire bonus for the year and no bonus shall be due or payable by the Company. The portion of the bonus tied to order bookings will be in effect up to the termination date and paid in accordance with normal payment schedules.

(c) Vacation. Employee shall be entitled to three (3) weeks paid vacation during each year of employment. Such vacation shall be taken at a time mutually convenient for both the Company and the Employee. Unused vacation time may not be accrued from year to year without the Companys prior written approval. In the event this Agreement is terminated by either the Company or the Employee, the Employee shall be paid for any unused, accrued vacation time.

3. Definitions. As used herein, the following definitions shall apply:

(a) Termination for Cause shall mean the termination of employment of Employee as a result of (i) dishonesty or illegal conduct by Employee intended to result in gain or personal enrichment of Employee, (ii) failure by Employee to perform, or gross negligence in performing, the duties and obligations of Employees employment which failure is not remedied within ten days following written notice from the Company; (iii) the conviction of Employee of a felony; (iv) Employees continued breach of any term of this Agreement or Company policy after notice and ten days opportunity to cure, or (v) a breach of the Noncompetition, Nondisclosure and Developments Agreement of even date herewith between the Company and Employee which breach is not remedied within ten days following written notice from the Company.

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