WTC INDUSTRIES, INC. EXHIBIT 10.68 TO FORM 10-QSB/A FOR PERIOD ENDED MARCH 31, 2002 Dated: February 17, 2004




Exhibit 10.68  




CHANGE IN CONTROL AGREEMENT  



        THIS
AGREEMENT is entered into this 18th day of January, 2002, by and between
PENTAPURE, a Minnesota corporation (the “Company”) and David Botts, a resident
of Minnesota (“Executive”).  




BACKGROUND  



        Executive
is serving as Vice President of Business Development of the Company. The parties desire
to enter into a formal employment agreement with respect to the continued employment or
employment security of Executive in the event of a change of control, or in the ownership
of the Company.  




TERMS AND CONDITIONS  



        In
consideration of the premises and the mutual covenants and agreements set forth below,
the parties agree as follows:  



        1.)     EMPLOYMENT.
Executive agrees to serve as Vice President of Business           Development for the
Company, for the term of this Agreement, subject to the           terms set forth in this
Agreement and the provisions of the Bylaws of the           Company. During his
employment, Executive shall devote his effort and attention           on a full-time
basis, to the performance of the duties required of him as an           executive of the
Company.  



        2.)     CONSIDERATION.
As consideration for the Company providing this benefit to           Executive and as a
condition of Executive receiving the benefits set forth in           this Agreement,
Executive agrees to sign and be subject to the obligations and           restrictions of
the Agreement attached hereto and incorporated herein as           Exhibit A.  



        3.)     DEFINITIONS.
For purposes of this Agreement, the following definitions           shall apply:  



	  	(1) 	  	 The
“Board” shall mean the Board of Directors of the Company.  






	  	(2)  	  	  “The
Incumbent Board” shall mean the members of the Board as of the
                    date of this Agreement and any person becoming a member of the Board
hereafter                     whose election, or nomination for election by the Company’s
shareholders,                     was approved by a vote of at least a majority of the
directors then comprising                     the Incumbent Board (other than an election
or nomination of an individual whose                     initial assumption of office is
in connection with an actual or threatened                     election contest relating
to the election of the directors of the Company).  






	  	(3)  	  	 “Change
in Control” shall mean:  






	  	  	a.  	  	 The
acquisition (other than from the Company) by any person, entity or                “group,” within
the meaning of Section 13(d)(3) or l4(d)(2) of the                Exchange Act
(excluding, for this purpose, any employee benefit plan of the                Company or
its subsidiaries which acquires beneficial ownership of voting                securities
of the Company) of beneficial ownership (within the meaning of Rule                13d-3
promulgated under the Exchange Act) of 51% or 






















	  	
more
of either the then                outstanding shares of Common Stock or the combined
voting power of the                Company’s then outstanding voting securities
entitled to vote generally in                the election of directors: or  






	  	  	b.  	  	 The
failure for any reason of individuals who constitute the Incumbent Board to
               continue to constitute at least a majority of the Board; or  






	  	  	c.  	  	 Approval
by the stockholders of the Company of a reorganization, merger,
               consolidation, in each case, with respect to which the shares of the
Company                voting stock outstanding immediately prior to such reorganization,
merger or                consolidation do not constitute or become exchanged for or
converted into more                than 51% of the combined voting power entitled to vote
generally in the election                of directors of the reorganized, merged or
consolidated company’s then                outstanding voting securities, or a
liquidation or dissolution of the Company or                of the sale of all or
substantially all of the assets of the Company.  






	  	(4) 	  	 “Good
Reason” shall mean:  






	  	  	a.  	  	  The
assignment to Executive of any duties inconsistent in any respect with
               Executive’s position (including status, authority, responsibilities,
               offices, titles and reporting requirements), authority, duties or
               responsibilities or any other action by the Company which results in a
               diminution in such position, authority, duties or responsibilities
excluding for                this purpose any action taken with the consent of Executive
and any isolated,                insubstantial and inadvertent action not taken in bad
faith and which is                remedied by the Company promptly after receipt of
notice of such action given by                Executive;  






	  	  	b.  	  	 A
reduction in the overall level of Executive’s compensation or benefits;  






	  	  	c.  	  	 The
Company’s requiring Executive to be based at any office or location
               outside of the State of Minnesota except for travel reasonably required in
the                performance of Executive’s responsibilities;  






	  	  	d.  	  	 Any
purported termination by the Company of Executive’s employment
               otherwise than as expressly permitted by this Agreement; or  






	  	  	e.  	  	  Any
failure by the Company to comply with and satisfy paragraph 5 below.  






	  	(5) 	  	 “Current
Total Annual Compensation” shall be the total of the           following amounts:  






	  	  	a.  	  	 the
greater of (i) Executive’s Base Salary for the calendar year in
               which his employment terminates or (ii) such salary for the calendar
year                prior  






	  	  	b.  	  	    to
the year of such termination; and (B) the greater of (i) any total
               amount that became payable to Executive under the Bonus Plan during the
calendar                year prior to the calendar year in which his employment
terminates, and                (ii) the maximum amount to which Executive would be
paid for the calendar                year in which his employment terminates as if all








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Plan
criteria had been or are                met, regardless of when such amounts are actually
to be paid. Any longer term                Bonus Plan payments are to be accelerated and
included within the meaning of                this definition.  






	  	(6) 	  	 The
“Exchange Act” shall mean the Securities Exchange Act of 1934, as
          amended  






	  	(7)  	  	 “Cause” shall
be defined solely as (i) Executive’s                     defalcation or
misappropriation of funds or property of the Company, or the
                    commission of any other illegal act in the course of his employment
with the                     Company which, in the reasonable judgment of the Board of
Directors, has a                     material adverse financial effect on the Company or
on Executive’s ongoing                     abilities to carry out his duties under
this Agreement;                     (ii) Executive’s conviction of a felony or
of any crime involving                     moral turpitude, and affirmance of such
conviction following the exhaustion of                     any appeals; (iii) refusal
of Executive to substantially perform all of his                     duties and
responsibilities, or Executive’s persistent neglect of duty or
                    chronic unapproved absenteeism (other than for a temporary or
permanent                     disability), which remains uncured following thirty days
after written notice of                     such alleged Cause by the Board of Directors;
or (iv) any material and                     substantial breach by Executive of
other terms and conditions of this Agreement,                     which, in the
reasonable judgment of the Board of Directors, has a material                     adverse
financial effect on the Company or on Executive’s ongoing abilities
                    to carry out his duties under this Agreement and which remains
uncured following                     thirty days after written notice of such alleged
Cause by the Board of                     Directors.  






	  	(8)  	  	 “Effective
Date” shall mean the date the Company’s Board of                     Directors
approves this Agreement.  






        4.)     EFFECT
OF TERMINATION DUE TO A CHANGE OF CONTROL/TERMINATION PAYMENTS.  



	  	(a)       If Executive’s
employment is terminated or Executive elects to terminate                     his
employment for Good Reason, either occurring within two years after any
                    Change of Control of the Company, the Executive shall be entitled to
a payment                     equal to 18 months of Executive’s Current Total Annual
Compensation. This                     payment shall be made to Executive either as a
lump sum within 30 business days                     after his termination, or if the
Executive so elects, in installments of his                     choosing.  






	  	
(b)                          In addition to the
payments referred to herein, Executive shall be entitled to                     the
following upon his involuntary termination or his election to terminate for
                    Good Reason either occurring within two years of and as part of a
Change in                     Control:  






	  	
The
health care (including medical and dental) and life insurance benefits coverage provided
to Executive at his date of termination shall be continued at the same level and in the
same manner as if his employment had not terminated (subject to the customary changes in
such coverages if Executive reaches age 65 or similar events), beginning on the date of
such termination and ending on the date eighteen months from the date of termination,
followed by COBRA election rights. Any additional coverages Executive had at termination,
including dependent coverage, will also be continued for such period on the same terms.
Any costs Executive was paying for such coverages at the time of termination shall
continue to be paid by Executive. If the terms of any benefit plan referred








3













	  	
to
in this section do not permit continued participation by Executive, then the Company will
arrange for other coverage providing substantially similar benefits at the same
contribution level of Executive.  






	  	
(c)      The Executive shall also
be entitled to the payments and benefit continuation                     in paragraphs
(a) and (b) herein, if Executive’s employment is terminated                     by
the Company, other than for Cause, at the request of or pursuant to an
                    agreement with a third party who has taken steps reasonably
calculated to effect                     a Change in Control, or otherwise in connection
with or in anticipation of a                     Change in Control any of which occurs
after the Effective Date of this                     Agreement.  






        5.)     SUCCESSORS; BINDING AGREEMENT; ASSIGNMENT.
The Company shall require any                     successor (whether direct or indirect,
by purchase, merger, consolidation or                     otherwise) to all or
substantially all of the business or assets of the Company                     to
expressly assume and agree in writing to perform this Agreement in the same
                    manner and to the same extent that the Company would be required to
perform it                     if no such succession had taken place. The Executive must
be given the same                     position with the same authority, powers and
responsibilities with respect to                     the subsidiary or subdivision which
operates the business of the Company as it                     exists on the date of such
business combination. Failure of the Company to                     obtain such express
assumption and agreement at or prior to the effectiveness of                     any such
succession shall be a breach of this Agreement and shall entitle the
                    Employee to compensation and benefits from the Company in the same
amount and on                     the same terms to which the Employee would be entitled
hereunder if the Company                     terminated the Employee’s employment
without Cause pursuant to a Change of                     Control, except that all
options will be immediately vested. For purposes of                     implementing the
foregoing, the date on which any such succession becomes                     effective
shall be deemed the date of termination. As used in this Agreement,
                    ” the Company” shall mean the Company as hereinbefore
defined and any                     successor to its business or assets as aforesaid
which assumes and agrees to                     perform this Agreement by operation of
law, or otherwise. The Company may not                     assign this Agreement, (i) except
in connection with, and to the acquiror                     of, all or substantially all
of the business or assets of the Company, and then                     only if such
acquiror expressly assumes and agrees in writing to perform this
                    Agreement as provided in this paragraph, and (ii) except in
connection with                     the Company becoming a wholly-owned subsidiary in
which event the Company may                     assign this Agreement and all of the
Company’s rights and obligations                     hereunder its parent company.
The Executive may not assign his rights or                     delegate his duties or
obligations under this Agreement.  



        6.)     NOTICES.
Any notice or other communications under this Agreement shall                     be in
writing, signed by the party making the same, and shall be delivered
                    personally or sent by certified or registered mail, postage prepaid,
addressed                     as follows:  


	If to Executive: 	David Botts 
980 Bayside Lane
Minnetrista, MN 55364
	
If to the Company: 	
PentaPure Incorporated 
1000 Apollo Road 
Eagan, MN  55121-2240 




or to such other address or agent as
may hereafter be designated by either party hereto. All such notices shall be deemed
given on the date personally delivered or mailed. 



        7.)     FULL
SETTLEMENT AND LEGAL EXPENSES. The Company’s obligation to make           the
payments provided for in this Agreement and otherwise to perform its
          obligations hereunder shall not be affected by any set-off (except for loans or
          other amounts owed by Executive to the Company) 







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counter-claim, recoupment,
          defense or other claim, right or action which the Company may have against
          Executive or others. In no event shall Executive be obligated to seek other
          employment or take any other action by way of mitigation of the amounts payable
          to Executive under any of the provisions of this Agreement. No remuneration
paid           or payable to Executive from subsequent employment the Executive may
obtain will           be offset against the Company’s obligations for payment under
this           Agreement. The prevailing party shall be entitled to recover all legal
fees and           expenses which such party may reasonably incur as a result of any
legal           proceeding relating to the validity, enforceability, or breach of, or
liability           under, any provision of this Agreement or any guarantee of
performance           (including as a result of any contest by Executive about the amount
of any           payment pursuant to paragraph 4 of this Agreement), plus in each
case           interest at the applicable Federal Rate provided for in Section 7872(f)(2)
of           the Code.  



        8.)     GOVERNING
LAW AND JURISDICTION. This Agreement shall be interpreted and           enforced in
accordance with the laws of the State of Minnesota. Courts in the           State of
Minnesota shall be the exclusive forum for resolving any disagreements           or
disputes relating to this Agreement.  



        9.)     SEVERABILITY.
Whenever possible, each provision of this Agreement shall           be interpreted in
such manner as to be effective and valid, but if any one or           more of the
provisions contained in this Agreement shall be invalid, illegal or
          unenforceable in any respect for any reason, the validity, legality and
          enforceability of any such provisions in every other respect and of the
          remaining provisions of this Agreement shall not be in any way impaired.  



        10.)     ENTIRE
AGREEMENT. This Agreement (including all Exhibits) contains the           entire
agreement of the parties with respect to the subject matter contained in           this
Agreement. There are no restrictions, promises, covenants, or undertakings
          between the Company and Executive, other than those expressly set forth in this
          Agreement. This Agreement supersedes all prior agreements and understandings
          between the parties. This Agreement may not be amended, discharged, waived, or
          modified except in writing executed by the parties.  



        11.)     COUNTERPARTS
AND FAX SIGN. This Agreement may be executed in           counterparts, and each such
duly executed counterpart shall be of the same           validity, force and effect as
the original. Facsimile copies of signatures shall           constitute valid and binding
obligations of the signing party once delivered by           facsimile to the other
party.  



        IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year
first above written.  


		PENTAPURE 
(CORPORATE SEAL)
	
Date:  January 28, 2002	
By: /s/ James J. Carbonari         
Its: CEO                                      



		
EXECUTIVE:
	
Date:  January 28, 2002	
By: /s/ David Botts