EXECUTIVE EMPLOYMENT AGREEMENT

Expenses. The Company shall reimburse Executive for reasonable business expenses incurred in the performance of Executive’s duties hereunder in accordance with the Company’s expense reimbursement guidelines and it is understood; that at least initially you will commute from Tucson, Arizona to Dallas, Texas.

3.   TERMINATION BY COMPANY

Termination for Cause. The Company may terminate this Agreement for cause. For purposes of this Agreement, “For Cause” shall mean:  (i) Executive is indited for or charged with a felony crime involving dishonesty, breach of trust, or physical harm to any person; (ii) Executive willfully engages in conduct that is in bad faith and materially injurious to the Company, including but not limited to, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive commits a material breach of this Agreement, which breach (if curable) is not cured within thirty days after written notice to Executive from the Company; (iv) Executive willfully refuses to implement or follow a lawful policy or directive of the Company (communicated to the Executive by the Company’s President or Chief Executive Officer) that is consistent with the terms of this Agreement, which breach is not cured within thirty days after written notice to Executive from the Company; or (v) Executive engages in misfeasance or malfeasance demonstrated by a pattern of failure to perform job duties diligently and professionally, which failure (if curable) is not cured within thirty days after written notice to Executive from Company. Except for the notices required above, the Company may terminate Executive’s employment For Cause at any time, without any advance notice. The Company shall pay Executive all compensation to which Executive is entitled up through the date of termination, subject to any other rights or remedies of the Company under law; and thereafter all obligations of the Company under this Agreement, shall cease.

Termination without Cause. In the event your employment is terminated without cause, the Company shall pay to Executive the Executive’s Annual Base Salary paid in installments (over a 12 month period) in accordance with the Company’s regularly established payroll practices. Executive’s eligibility for severance is conditioned on Executive having first signed a Release Agreement in a mutually satisfactory form. Thereafter all obligations of the Company or its successor under this Agreement, shall cease.

4.   TERMINATION BY EXECUTIVE

At-Will Termination by Executive. Executive may terminate employment with the Company at any time for any reason or no reason at all, upon four weeks’ advance written notice. During such notice period, Executive shall continue to diligently perform all of Executive’s duties hereunder. The Company shall have the option, in it’s sole discretion, to make Executive’s termination effective at any time prior to the end of such notice period as long as the Company pays Executive all compensation to which Executive is entitled up through the last day of the four week notice period. Thereafter all obligations of the Company, shall cease.

Termination for Good Reason. Executive’s termination shall be for “Good Reason”  if Executive provides written notice to the Company of the Good Reason within thirty days of the event constituting Good Reason and provides the Company with a period of thirty days to cure the event constituting Good Reason and the Company fails to cure the Good Reason within the period. For purposes of this Agreement, “Good

Reason” shall mean any of the following events, if such event is effected by the Company which materially reduces Executive’s level of responsibility; (ii) a reduction in Executive’s Base Salary, except for reductions in accordance with Section 2(a) hereof; (iii) material breach of this Agreement by the Company. In such event Executive may terminate his employment for Good Reason, in which case the Company shall pay the Executive’s Annual Base Salary paid in installments (over a 12 month period) in accordance with the Company’s regularly established payroll practices. Executive’s eligibility for severance is conditioned on Executive and the Company having first signed a Release Agreement in a mutually satisfactory form. Thereafter all obligations of the Company or its successor under this Agreement, shall cease.

5.   TAXES

All amounts payable to Executive under this Agreement (including, without limitation, Executive’s Base Salary and any bonuses and separation pay) shall be paid less all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction.

6.   TERMINATION OBLIGATIONS

Return of Property. Executive agrees that all property (including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts and computer-generated materials) furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Company and shall be promptly returned to the Company upon termination of Executive’s employment.

Resignation and Cooperation. Upon termination of Executive’s employment, Executive shall be deemed to have resigned from all offices and directorships then held with the Company. Following any termination of employment, Executive shall cooperate with the Company in the winding up of pending work on behalf of the company and the orderly transfer of work to other employees. Executive shall also cooperate with the Company, at the Company’s expense, in the defense of any action brought by any third party against the Company that relates to Executive’s employment by the Company.

7.   AMENDMENTS; WAIVERS; REMEDIES

This Agreement may not be amended or waived except by a writing signed by Executive and by a duly authorized representative of the Company other than Executive. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies specified for a party herein shall be cumulative and in addition to all other rights and remedies of the party hereunder or under applicable law.

8.   INTERPRETATION

This Agreement shall be construed as a whole, according to its fair meaning, and not in favor or against any party. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the

meaning or interpretation of this Agreement. Whenever the context requires, references to the singular shall include the plural and the plural the singular.

9.   AUTHORITY

Each party represents and warrants that such party has the right, power and authority to enter into and execute this Agreement and to perform and discharge all of the obligations hereunder; and that this Agreement constitutes the valid and legally binding agreement and obligation of such party and is enforceable in accordance with its terms.

10.   ENTIRE AGREEMENT

This Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Company and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein (including the Proprietary Information Agreement). To the extent that the practices, policies or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Executive’s duties, position, or compensation will not affect the validity or scope of this Agreement.

11.  EXECUTIVE ACKNOWLEDGEMENT

Executive acknowledges that Executive has had the opportunity to consult legal counsel concerning this agreement, that Executive has read and understands this Agreement, that executive is fully aware of its legal effect, and that Executive has entered into this Agreement freely based on Executive’s own judgment and not on any representations or promises other than those contained in this Agreement.

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