EXECUTIVE EMPLOYMENT AGREEMENT1

A.

Salary. The Executive shall be paid an annual base salary for each respective year as stated below. The Executive's Annual Base Salary shall be payable in equal installments in accordance with the Company's general salary payment policies, but no less frequently than monthly.

Incentive Compensation.

(a)

Thirty Seven and One-Half (37.5%) percent of Executive’s annual base salary if the Company achieves its stated, conservative revenue and EBITDA goals;

(b)

Fifty (50%) percent of Executive’s annual base salary if the Company achieves its stated, negotiated target (annual board plan) revenue and EBITDA goals;

(c)

One Hundred (100%) percent of Executive’s annual base salary if the Company achieves revenue and EBITDA goals that are twenty (20%) percent over its stated, negotiated revenue and EBITDA goals;

The Company shall prorate accordingly each of the Executive’s incentive bonuses each calendar year based on the Company’s revenue and EBITDA performance above its stated, conservative revenue and EBITDA goals and below the performance that would pay the Executive his maximum bi-annual bonus, as defined in C above.

ii.

When the Executive receives incentive compensation prior to the Company’s financial results being verified by the Company’s independent auditors and the independent auditors determine that the Company’s financial results are other than the Company determined them to be resulting in a revised situation wherein the Executive was actually not entitled to receive his potential incentive compensation, then the Executive agrees to return all unearned incentive compensation forthwith.

iii.

The Company’s Board of Directors set the conservative and negotiated revenue and EBITDA goals for fiscal 2008 at the November 2007 Board meeting. The Company’s Board of Directors will establish the conservative (75% of annual bonus target) and negotiated target (annual board plan) (100 % of annual bonus target) goals annually for fiscal years 2009 and 2010 at the last Board meeting of 2008 and 2009, respectively.

C.

Equity Participation.

i.

Each calendar year of this Agreement, the Executive shall be granted Two-Hundred Thousand (200,000) shares of the Company’s restricted shares of common stock, One-Hundred Thousand (100,000) shares on the last trading day of June and One-Hundred Thousand (100,000) shares on the last trading day of December. The Executive shall be solely responsible for all taxes associated with these grants.

ii.

At any time during the term of this Agreement, if a majority of the capital stock of the Company is to be sold or transferred to an entity not associated or owned by the Company or its affiliates or substantially all of the assets of the Company are to be sold or transferred to an entity not associated or owned by the Company or its affiliates, all of the Executive’s potential equity grants shall accelerate and take place no later than the calendar day immediately preceding the sale or closing date of the sale or transfer transaction.

Long Term Incentive Payment. The Executive shall be eligible for a one time, long term incentive payment at the conclusion of this three (3) year Agreement contingent upon the Company achieving certain cumulative EBITDA goals during the contract period as stated below. The long-term incentive payment, if any, shall be made as soon as administratively feasible but not later than February 15, 2011.

i.

If the Company achieves a cumulative EBITDA of [*****] dollars the Executive shall be granted an incentive payment of Seven-Hundred Fifty Thousand ($750,000) dollars.

ii.

If the Company achieves a cumulative EBITDA greater than [*****] dollars but less than [*****] dollars the Executive shall be granted an incentive payment that is prorated accordingly between the two goals.

iii.

If the Company achieves a cumulative EBITDA of [*****] dollars the Executive shall be granted an incentive payment of One-Million Five- Hundred Thousand ($1,500,000) dollars.

iv.

Additionally, if the Company achieves a cumulative EBITDA that is greater [*****] dollars, the Executive shall receive five (5%) percent of all cumulative EBITDA greater than [*****] dollars.

E.

Employee Benefit Plans. The Executive and his "dependents," as that term may be defined under the applicable employee benefit plan(s) of the Company, shall be included in all plans, programs and policies which provide benefits for Company employees and their dependents on a basis commensurate with the Executive's position and authorities, duties, powers and responsibilities.

F.

 Expenses. The Executive is authorized to incur and shall be reimbursed by the Company for any and all reasonable and necessary business related expenses including, but not limited to, a company car, a local country club membership expenses for auto, business travel, entertainment, gifts and similar matters. The company car and local country club membership are subject to the compensation committee’s approval, which shall not be unreasonably withheld.

A.

By the Company Without Cause. The Company may at any time terminate the Executive's employment without Cause upon sixty-(60) days prior written notice to the Executive.

B.

By the Executive Without Good Reason. The Executive may at any time terminate his employment for any reason upon thirty-(30) days written notice to the Company.

C.

By the Company For Cause. The Company may terminate the Executive’s employment for Cause. In such event, the Company shall give the Executive prompt written notice (in addition to any notice that may be required below) specifying in reasonable detail the basis for such termination. For purposes of this Agreement, "Cause" shall mean any of the following conduct by the Executive:

i.

The deliberate and intentional breach of any material provision of this Agreement, which breach the Executive shall have failed to cure within thirty (30) days after the Executive's receipt of written notice from the Company specifying the specific nature of the Executive's breach; or

ii.

The deliberate and intentional engaging by the Executive in gross misconduct that is materially and demonstrably harmful to the best interests, monetary or otherwise, of the Company; or

iii.

Conviction of a felony or conviction of any crime involving moral turpitude, fraud or deceit.

D.

By the Executive for Good Reason. The Executive may terminate his employment for Good Reason upon providing thirty (30) days written notice to the Company no later than 90 days after the Executive reasonably becomes aware of the circumstances giving rise to such Good Reason. For purposes of this Agreement, "Good Reason" means any of the following conduct of the Company, unless the Executive shall have consented thereto in writing:

Material breach of any material provision of this Agreement by the Company, which breach shall not have been cured by the Company within thirty (30) days after Company’s receipt from the Executive or his agent of written notice specifying in reasonable detail the nature of the Company's breach; or

The assignment to the Executive of any duties inconsistent in any material respect with the Executive's position including, but not limited to any diminution of the Executive's status and reporting requirements) authority, duties, powers or responsibilities, excluding for this purpose any action respecting the Executive that is remedied by the Company within thirty (30) days after receipt of written notice from the Executive to the Company; or

iii.

The failure of the Company to obtain the assumption in writing of its obligations to perform this Agreement by any successor prior to a merger, consolidation or sale as contemplated in Section 10; or

iv.

A reduction in the Executive's total compensation, excluding for this purpose any reduction that is remedied by the Company within thirty (30) days after receipt of written notice from the Executive to the Company. For purposes of this subsection, a reduction in the overall level of compensation of the Executive resulting from the failure to achieve corporate, business unit and/or individual performance goals established for purposes of incentive compensation for any year or other period shall not constitute a reduction in the overall level of compensation of the Executive.

v.

The relocation of the Executive’s place of employment to a site more than 75 miles from Plano, Texas.

vi.

If the Company fails to set internal financial goals or adopt a stock option plan

E.

Disability. In the event that the Executive shall be unable to perform his duties hereunder on a full time basis for a period of sixty (60) consecutive calendar days by reason of incapacity due to illness, accident, physical or mental disability or otherwise, then the Company may, at its discretion, terminate the Executive's employment if the Executive, within ten (10) days after receipt of written notice of termination is given (which may occur before or after the end of the entire 60 day period), shall not have returned to the performance of all of his duties on a full-time basis.

F.

Death. The Executive's employment shall terminate upon his death.

G.

 Mutual Written Agreement. This Agreement and the Executive's employment with the Company may be terminated at any time by the mutual written agreement of the Executive and the Company.

7.

COMPENSATION IN THE EVENT OF TERMINATION 

A.

Termination By Company Without Cause or Termination By Executive For Good Reason. In the event that the Executive's employment is terminated by (i) the Company without Cause or (ii) the Executive for Good Reason, then the Company shall continue to pay or provide, as applicable and in accordance with the Company's normal payroll practices unless otherwise specified, the below stated compensation and benefits to the Executive. The Executive's subsequent death or disability shall in no way affect or limit the Company's obligations under this Section. The Executive shall not be required to mitigate the amount of any payment provided for in this Section by seeking employment or otherwise.

The Annual Base Salary of the Executive for a period of one (1) year after expiration of the notice period or termination, whichever is later; Full payment of the total amount of such Annual Base Salary for such period shall be made in a lump sum within fifteen (15) days after Executive’s termination of employment;

ii.

The equity participation for the twelve (12) month period following the date on which the Executive was terminated will be granted in full as of the date of termination;

iii.

A payment equal in amount to two (2) semi-annual bonuses. This payment will be made within 15 days after Executive’s termination of employment. The payment shall be calculated based on the potential semi-annual bonuses tied to the annual sales in effect at the time of termination and shall be paid irrespective of whether the Company achieved or was on track to achieve its internal financial goals for the calendar year and/or whether a semi-annual bonus had already been paid to the Executive in the calendar year of termination.

The long-term incentive payment for which the Executive was potentially eligible. This payment will be made within 15 days after Executive’s termination of employment. The payment shall be calculated as if the Company had achieved minimum cumulative EBITDA of [*****] dollars irrespective of whether the Company had achieved it or was on track to achieve it. Additionally, if on the date of termination, the Company has achieved more than [*****] dollars of cumulative EBITDA, then the Executive shall also receive five ($.05) cents for every EBITDA dollar achieved over [*****] dollars.

Continuing coverage for all purposes (including eligibility, coverage, vesting and benefit accruals, as applicable), for the salary continuation period described in subsection (a)(i) above, to the extent not prohibited by law, for the Executive and his eligible dependents under all of the employee benefit plans in effect and applicable to Executive and his eligible dependents as of the date of his termination. In the event that the Executive and/or his eligible dependents, because of the Executive's terminated status, cannot be covered or fully covered under any or all of such plans, the Company shall continue to provide the Executive and/or his eligible dependents with the same level of such benefits and coverage in effect prior to termination, payable from the general assets of the Company if necessary. Notwithstanding the foregoing, the Executive may elect (by giving written notice to the Company prior to the termination of his employment hereunder), on a benefit by benefit basis to receive in lieu of continuing coverage, cash in an amount equal to the present value (using an 8% annual discount rate) of the projected cost to the Company of providing such benefit for such continuation period. The aggregate amount of cash to which the Executive is entitled pursuant to the preceding sentence shall be payable by the Company to the Executive within sixty (60) days after the date of the termination of Executive's employment hereunder;

B.

Termination By the Company For Cause. In the event that the Company shall terminate the Executive's employment for Cause, this Agreement shall terminate and the obligations of the parties shall be as set forth in Section 8 of this Agreement.

C.

Termination By The Executive Without Good Reason. In the event that the Executive shall terminate employment hereunder other than for Good Reason, this Agreement shall forthwith terminate and the obligations of the parties shall be as set forth in Section 8 of this Agreement.

D.

Disability. In the event that the Company elects to terminate the Executive's employment pursuant to Section 6(e), the Executive shall continue to receive, from the date of such termination for a period of one year, one hundred (100%) percent of the Annual Base Salary, in accordance with the payroll practices of the Company for senior executive officers, reduced, however, by the amount of any proceeds from Social Security and disability insurance policies provided by and at the expense of the Company. Additionally, the Executive shall receive a payment equal to both potential semi-annual bonuses in effect at the time for which the Executive was potentially eligible irrespective of whether company achieved its internal financial goals or was on track to achieve its internal financial goals. Full payment shall be made within fifteen (15) days after Executive’s termination of employment;

E.

Death. In the event of the death of the Executive during the term of this Agreement, (i) the Annual Base Salary to which the Executive is entitled shall be paid in full, within fifteen (15) days after Executive’s death, to the last beneficiary designated by the Executive under the Company's group life insurance policy maintained by the Company or such other written designation expressly provided to the Company for the purposes hereof or, failing either such designation, to his estate. The parties expressly understand that this payment of salary shall be in addition to any insurance payments paid to Executive’s survivors and/or estate under any insurance policies.

F.

Mutual Written Consent. In the event that the Executive and the Company shall terminate the Executive's employment by mutual written agreement, the Company shall pay such compensation and provide such benefits, if any, as the parties may mutually agree upon in writing.

8.

A.

The Company shall:

Pay the Executive's accrued salary and any other accrued benefits through the effective date of such expiration or termination;

Reimburse the Executive for expenses already actually incurred through the effective date of such expiration or termination;

Pay or otherwise provide for any benefits, payments or continuation or conversion rights in accordance with the provisions of any employee benefit plan of which the Executive or any of his dependents is or was a participant or as otherwise required by law;

Pay the Executive and his beneficiaries any compensation and/or provide the Executive or his eligible dependents any benefits due through the effective date of such expiration; and

Continue to remain bound by the terms of Section 12 hereof.

B.

The Executive shall remain bound by the terms of Sections 9, 11 and 13.

9.

A.

Confidentiality of Information and Nondisclosure. The Executive acknowledges and agrees that his employment by the Company under this Agreement necessarily involves proprietary information pertaining to the business of the Company and its related entities. Accordingly, the Executive agrees that at all times during the terms of this Agreement and at all times thereafter, he will not, directly or indirectly, without the express written approval of the Company, unless directed by applicable legal authority having jurisdiction over the Executive, disclose to or use, or knowingly permit to be so disclosed or used, for the benefit of himself, any person, corporation or other entity other than the Company:

Any information concerning any financial matters, customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Company or its subsidiaries,

Any management, operational, trade, technical or other secrets or any other proprietary information or other data of the Company or its subsidiaries,

Any other information related to the Company or its related entities that the Executive should reasonably believe will be damaging to the Company or its related entities and which has not been published and is not generally known outside of the Company.

B.

Restrictive Covenant. During the term of, and for a period of one (1) year (the "Restrictive Period") after the termination of the Executive's employment other than by the Company Without Cause or by the Executive With Good Reason, the Executive shall not render, directly or indirectly, services to (as an employee, consultant, independent contractor or in any other capacity) any person, firm, corporation, association or other entity which conducts the same or similar business as the Company or its subsidiaries at the date of the Executive's termination of employment within the states in which the Company or any of its subsidiaries is then doing business at the date of the Executive's termination of employment hereunder without the prior written consent of the Board of Directors which may be withheld at its sole discretion. In the event that this Agreement expires after termination and is not renewed by the parties, the Restrictive Period shall not extend beyond the termination of employment. In the event the Executive violates any of the provisions contained in this Section, the Restrictive Period shall be increased by the period of time in which the Executive was in violation as determined by an Arbitrator or Court of competent jurisdiction. The Executive further agrees that at no time during the Restrictive period will the Executive attempt to directly or indirectly solicit or hire employees of the Company or its subsidiaries or induce any of them to terminate their employment with the Company or any of the subsidiaries.

C. 

Company Remedies. The Executive acknowledges and agrees that any breach of this Agreement by him will result in immediate and irreparable harm to the Company and that the Company cannot be reasonably or adequately compensated by damages in an action at law. In the event of a breach by the Executive of the provisions of this Section 9 as determined by an Arbitrator or a Court of competent jurisdiction, the Company shall be entitled, to the extent permitted by law, immediately to cease paying or providing the Executive or his dependents any compensation or benefits provided pursuant to Section 4, Section 6 or Section 7 of this Agreement as liquidated damages, and also to obtain immediate injunctive relief restraining the Executive from conduct in breach of the covenants contained in this Section 9. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach, including the recovery of damages from the Executive.

13.

A.

Governing Law. This Agreement shall be governed by and construed under the laws of the state of Texas.

B.

 Severability. In the event that anyone or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

C.

Headings. The descriptive headings of the several paragraphs of this Agreement are inserted for convenience or reference only and shall not constitute a part of this Agreement.

D.

IRC § 409A. Company and Executive intend that no payment under this Agreement shall be included in Executive’s income under, or be subjected to the additional taxes imposed by, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Company and Executive each acknowledge that it is their understanding at the time this Agreement is entered into that none of the payments of cash or property provided for in this Agreement constitutes nonqualified deferred compensation subject to Section 409A of the Code, because all such payments qualify for the “short-term deferral” rule of Treas. reg. § 1.409A-1(b)(4); provided, however, that the employee benefit plan continuation coverage provided for in Section 7(a)(5) and the continued payments to be made to Executive or his beneficiary under Sections 7(d) and (e) may be nonqualified deferred compensation subject to Section 409A of the Code, but these amounts are payable in accordance with a fixed schedule and on account of and following permissible payment events, and therefore comply with the requirements of Section 409A of the Code. Company agrees that if at any time, based on changes in law, regulations, official Treasury or IRS guidance, or facts and circumstances, it determines that a payment to be made to or for the benefit of Executive, or to Executive’s beneficiary, would be nonqualified deferred compensation under Section 409A of the Code and would violate Section 409A and be subject to inclusion in income and additional taxes under Section 409A on account of a failure to delay payment of such amount for six months under Section 409A(a)(2)(B)(i) of the Code, then Company shall delay making such payment for six (6) months, if it determines that such delay shall avoid the imposition of additional tax under Section 409A of the Code. It shall be a breach of this Agreement for Company, on account of this Section 17(d), to initiate or continue any delay in any payment otherwise due Executive or his beneficiary, if Company has not made a good faith determination, informed by the advice of competent Section 409A legal counsel, that the delay or continuation of the delay is necessary to avoid a significant risk of the imposition of additional tax under Section 409A of the Code; provided, however, that if the Company determines that an amount otherwise required to be paid under this Agreement will be subject to the same amount of taxes under Section 409A of the Code, whether or not it is delayed for six months, then the Company shall have no right to delay the payment of such amount under this Section 17(d).

20.