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 cons