SEVERANCE AGREEMENT

A sale, consolidation, merger, acquisition or affiliation which results in the stockholders of the Company (determined immediately prior to the consummation of the transaction) holding immediately after consummation of such transaction less than 45% of the total outstanding capital stock of the surviving or successor corporation in the transaction (the “Surviving Corporation”); or

A sale, consolidation, merger, or acquisition in which the Company becomes accountable to, or a part of, a newly created company or controlling organization where at least 51% of the members of the Board of the newly created Company or controlling organization were not members of the Company’s Board immediately prior to such sale, consolidation, merger, or acquisition; or

A sale or other disposition by the Company of all or substantially all of the assets of the Company.

Assignment to Employee by XRS of duties which are materially inconsistent with Employee’s then current position, duties, responsibilities, and status with XRS, except in connection with the termination of his employment for Disability (as defined below) or Cause, or

A material diminution of Employee’s then current compensation, unless such compensation is reduced as part of a Companywide reduction for similar executives;

Any conviction or nolo contendere plea by Employee to a felony or gross misdemeanor, or misdemeanor involving moral turpitude, or any public conduct by Employee that has or can reasonably be expected to have a material detrimental effect on XRS; or

Any fraud, misappropriations or embezzlement, breach of confidentiality, noncompetition, fiduciary duty or other material obligation to Company, by Employee or intentional material damage to the property or business of XRS.

pay Employee as severance either (I) Employee’s monthly base salary in effect at the time of separation if severance is triggered under Section 2(a) above or (II) Employee’s monthly base salary in effect immediately prior to the Change of Control if severance is triggered under Section 2(b) above; less customary withholdings, for twelve (12) consecutive months beginning within fifteen (15) days after the General Release (referred to below) has become irrevocable, but only if: (A) Employee has delivered to XRS or its successor a signed General Release in the form attached as Exhibit A, (B) the rescission period in Section 5 of the General Release has expired and (c) Employee has not rescinded that General Release during that rescission period;

reimbursement for outplacement services for a period of six (6) months not to exceed $10,000.00, and

if Employee timely elects to continue Employee’s group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, pay on Employee's behalf the Employer portions of such premiums for such coverage for the lesser of twelve (12) months or such time as Employee's COBRA/continuation rights expire (during that period the Employee shall pay the monthly Employee portions of such premiums in an amount equal to the monthly Employee paid portions in effect immediately before termination of employment).

the Severance Agreement;

accrued and unpaid salary through the Final Date of Employment;

PTO (personal time off) and other employee benefits applicable to Weber as of the Final Date of Employment;

any cash or equity compensation plans, arrangements or equity grants in effect as of the Final Date of Employment (those compensation or equity arrangements are governed by the respective plan or grant document, and are not amended, extended or terminated by this General Release);

the terms of the Articles of Incorporation and Bylaws of XRS, as applicable to officers of XRS as of the Final Date of Employment;

the provisions of the Minnesota Business Corporation Act, as applicable to officers of XRS as of the Final Date of Employment;

the officers & directors insurance for XRS, as applicable to officers of XRS as of the Final Date of Employment;

if Weber is a shareholder of XRS, any obligations of XRS to Weber as a shareholder;

any written agreement or arrangements, if any, which obligate XRS to indemnify and/or purchase officers & directors insurance for the officers of XRS (who served in such capacity as of the Final Date of Employment); or

any other applicable statute or regulation which obligates XRS to indemnify officers of XRS (who served in such capacity as of the Final Date of Employment).

Except only for the Continuing Obligations of XRS, in consideration of the first $5,000 in severance that is payable under the Severance Agreement, Weber hereby fully and completely releases and waives any and all claims, complaints, causes of action, demands, suits, and damages, of any kind or character, which Weber has or may have against the Releasees (as hereinafter defined), arising out of any acts, omissions, conduct, decisions, behavior, or events occurring up through the date of Weber’s signature on this General Release, including Weber’s employment with XRS and the cessation of that employment, with the exception of possible claims under the Age Discrimination in Employment Act. For purposes of this General Release, the “Releasees” means collectively XRS, its predecessors, successors, assigns, parents, affiliates, subsidiaries, related companies, officers, directors, shareholders, agents, servants, auditors, attorneys, employees, and insurers, and each and all thereof. Weber understands and accepts that Weber’s release of claims includes any and all possible claims, both known or unknown, asserted or unasserted, direct or indirect, including but not limited to claims based upon:

Title VII of the Federal Civil Rights Act of 1964, as amended;

the Americans with Disabilities Act; the Equal Pay Act;

the Fair Labor Standards Act; the Employee Retirement Income Security Act; or

any other federal, state or local statute, ordinance or law.

Except only for the Continuing Obligations of XRS, in consideration of the remainder of the severance that is payable under the Severance Agreement (after the first $5,000 referred to in Section 2(a) above), Weber hereby fully and completely releases the Releasees from each and every legal claim or demand of any kind that Weber ever had or might now have arising out of any action, conduct, or decision taking place during Weber’s employment with XRS, asserted or unasserted, known or unknown, direct or indirect, arising under or relating to the Age Discrimination in Employment Act, as amended.