WTC INDUSTRIES, INC. EXHIBIT 10.65 TO FORM 10-QSB/A Dated: February 17, 2004





Exhibit 10.65  




CHANGE IN CONTROL
AGREEMENT  



        THIS
AGREEMENT is entered into this 3rd day of February, 2004, by and between PENTAPURE, a
Minnesota corporation (the “Company”) and James Carbonari, a resident of
Minnesota (“Executive”).  




BACKGROUND  



        Executive
is serving as President and Chief Executive Officer 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 President and Chief Executive Officer 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), 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 Plan criteria had been or are met, regardless of
when such amounts are actually to be paid. Any








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	  	 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 event
occurring within two years after any Change of Control of the Company, the
Executive shall be entitled to a payment equal to Executive’s Current Total
Annual Compensation for three years, calculated starting from the date of his
termination, or until he reaches age 65 which ever occurs first. 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 event 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 including
dependent 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 when Executive
and his spouse reach age 65 or similar events), beginning on the date of such
termination. Any additional coverages Executive had at termination, including
dependent coverage, will also be continued until his spouse reaches the age of
65 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 to in this section do not 










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	  	 permit
continued participation by Executive and his spouse, then the Company will
arrange for other coverage providing substantially similar benefits at the same
contribution level of Executive and the Company. 






	  	
(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: 	James Carbonari 
18515 5th Ave. N 
Plymouth, MN 55447
	
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 







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be affected by any set-off (except
for loans or other amounts owed by Executive to the Company) 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:  February 3, 2004	
By: /s/ Robert C. Klas, Sr.         
Its: Chairman                              


		
EXECUTIVE:
	
Date:  February 3, 2004	
By: /s/ James J. Carbonari