lmi8k080107ex101.htm


    Exhibit
      10.1

    
 

    EMPLOYMENT
      AGREEMENT

    


    D3
      Technologies Inc., a California corporation ("Corporation"), a
      wholly owned subsidiary of LMI AEROSPACE, INC. (“Parent”), a
      Missouri corporation, and Ryan P. Bogan ("Employee") hereby
      agree as follows

    


    1.           Employment.  The
      Corporation hereby employs Employee, and Employee accepts employment from the
      Corporation, upon the terms and conditions hereinafter set forth.  Any
      and all employment agreements heretofore entered into between the Corporation
      and Employee are hereby terminated and cancelled, and each of the parties hereto
      mutually releases and discharges the other from any and all obligations and
      liabilities heretofore or now existing under or by virtue of any such employment
      agreements, it being the intention of the parties hereto that this Agreement,
      effective immediately, shall supersede and be in lieu of any and all prior
      employment agreements between them.

     

    
      2.           Term
        of Employment.  


    

    (A)           The
      initial term of Employee's employment under this Agreement shall commence on
      July 31, 2007 and shall terminate on December 31, 2010; provided, however,
      that
      this Agreement shall be automatically extended for additional terms of one
      year
      each unless not later than October 31 of any year beginning in 2010, either
      party has given written notice to the other party of its or his intention not
      to
      extend the term of this Agreement; and provided, further, that the term of
      employment may be terminated upon the earlier occurrence of any of the following
      events:

     

    (1)           Upon
      the termination of the business or corporate existence of the
      Corporation;

    


    (2)           At
      the Corporation’s option, in the event the Corporation determines that Employee
      is not performing the duties required of him hereunder to the satisfaction
      of
      the Corporation;

    


    (3)           Upon
      the death of the Employee;

    


    (4)           At
      the Corporation's option, if Employee shall suffer a permanent disability;
      (For
      the purposes of this Agreement, "permanent disability" means any physical or
      mental impairment that renders the Employee unable for a period of six (6)
      months or more to perform the essential job functions of his position, even
      with
      reasonable accommodation, as determined by a physician selected by the
      Corporation.  The Employee acknowledges and agrees that he shall
      voluntarily submit to a medical or psychological examination for the purpose
      of
      determining his continued fitness to perform the essential functions of his
      position whenever requested to do so by the Corporation.  If the
      Corporation elects to terminate the employment relationship on this basis,
      the
      Corporation shall notify the Employee or his representative in writing and
      the
      termination shall become effective on the date that such notification is
      given;

    


    (5)           At
      the Corporation's option, upon ten (10) calendar days’ written notice to
      Employee, in the event of any breach or default by Employee of any of the terms
      of this Agreement or of any of Employee's duties or obligations
      hereunder.  In lieu of providing ten (10) calendar days’ advance
      written notice, the Corporation, at its sole option, may terminate the
      Employee’s services immediately and pay him an amount that is equivalent to ten
      (10) calendar days of his salary, less any deductions required by
      law;

    


    (6)           At
      the Corporation’s option, without any advance notice, in the event that the
      Employee engages in conduct which, in the opinion of the Corporation, (1)
      constitutes dishonesty of any kind (including, but not limited to, any
      misrepresentation of facts or falsification of records) in Employee’s relations,
      interactions or dealings with the Corporation or its customers; (2) constitutes
      a felony; (3) potentially may or will expose the Corporation to public disrepute
      or disgrace, or potentially may or will cause harm to the customer relations,
      operations or business prospects of the Corporation; (4) constitutes harassment
      or discrimination towards any person associated with the Corporation, whether
      an
      employee, agent or customer, based upon that person’s race, color, national
      origin, sex, age, disability, religion, or other protected status; (5) reflects
      disruptive or disorderly conduct, including but not limited to, acts of
      violence, fighting, intimidation or threats of violence against any person
      associated with the Corporation, whether an employee, agent or customer, or
      possessing a weapon while on the Corporation’s premises or while acting on
      behalf of the Corporation; (6) is indicative of abusive or illegal drug use
      while on the Corporation’s premises or while acting on the Corporation’s behalf;
      or (7) constitutes a willful violation of any governmental rules or regulations;
      or

    


    (7)           At
      the Employee’s option, after providing the Corporation with at least thirty (30)
      calendar days advance written notice of his intention to terminate the
      employment relationship.

    


    If
      employment is terminated for any of the reasons set forth in subparagraphs
      (3)
      through (7) of this section 2(A), Employee shall be entitled to receive only
      the
      Base Salary (as that term is hereinafter defined) accrued but unpaid as of
      the
      date of the termination and shall be ineligible to receive any additional
      compensation or severance pay.  If, on the other hand, employment is
      terminated by the Corporation during the term of this Agreement for any reason
      other than those set forth in paragraphs (3) through (7) of this section 2(A),
      subject to the conditions set forth in paragraphs 2(C) and (D) of this
      Agreement, the Corporation shall provide severance pay to Employee in an amount
      based upon his length of service with the Corporation.  Specifically,
      the Corporation shall provide Employee with six (6) months of Base Salary if
      he
      has less than five (5) years of service with the Corporation as of the date
      of
      his termination and with twelve (12) months of Base Salary if he has five (5)
      or
      more years of service with the Corporation  as of the date of his
      termination.  Such severance pay shall be paid in equal monthly
      installments, unless the Corporation, within its sole discretion, elects to
      pay
      the present value of the severance pay in a lump sum within thirty (30) calendar
      days of the termination.

    


    (B)           If
      employment is terminated in conjunction with a change in the control of the
      Corporation or the Parent or in conjunction with the sale of substantially
      all
      of the operating assets of the Corporation or the Parent, the Corporation will
      provide Employee with severance pay under the circumstances specified in
      subparagraphs (1) and (2) of this paragraph (B), and the conditions set forth
      in
      paragraphs 2(C) and (D) of this Agreement.  For the purposes of this
      Agreement, a “change in control” is defined as the sale of substantially all of
      the operating assets of the Corporation or the Parent or the acquisition of
      more
      than fifty percent (50%) of the stock of the Corporation or the Parent by a
      group of shareholders or an entity which acquires control of the Corporation
      or
      the Parent (a “Purchaser”).

    


    (1)           If
      the change in control or the sale results in the involuntary termination of
      Employee or results in the Employee electing to terminate his employment for
      Good Reason (as defined in paragraph 2(E)(2)), the Corporation shall provide
      Employee with severance pay in an amount that is equal to two times his annual
      Base Salary and shall pay Employee any reasonably anticipated Performance Bonus
      for the fiscal year in which he was terminated on a prorated basis.

    


    (2)           If
      Employee voluntarily terminates his employment without Good Reason (as defined
      in paragraph 2(E)) within ninety (90) days after the change in control or the
      sale, the Corporation shall provide Employee with six (6) months of Base Salary
      if he has less than five (5) years of service with the Corporation as of the
      date of his termination and with twelve (12) months of Base Salary if he has
      five (5) or more years of service with the Corporation as of the date of his
      termination.

    


    (3)           For
      purposes of this paragraph 2(B), in the event a change of control occurs after
      April 1, 2010, Employee may take up to nine (9) months from the date of change
      of control to claim severance pay, as provided in paragraph 2(B)(1) and
      (2).

    


    (C)           The
      severance pay provided for in section 2(A) of this Agreement shall be paid
      in
      equal monthly installments, unless the Corporation, within its sole discretion,
      elects to pay the present value of the severance pay in a lump sum within thirty
      (30) calendar days of the termination.  For purposes of calculating
      the present value of the severance pay, the discount rate shall be the prime
      rate quoted in the Wall Street Journal on the day the Corporation elects to
      pay
      the present value of the severance pay in a lump sum.

    


    (D)           Notwithstanding
      anything to the contrary, (i) the amount of severance pay provided under this
      Agreement shall not under any circumstances exceed the limitations set forth
      in
§ 280G of the Code, and (ii) the Corporation’s obligation to pay the severance
      pay provided for in this section 2 shall be conditioned on Employee’s execution
      of a written release satisfactory to the Corporation.

    


    (E)           For
      the purposes of paragraph 2(B), “Good Reason” shall mean the occurrence of any
      of the following events:  (1) a significant reduction of Employee’s
      duties, authority or responsibilities relative to Employee’s duties, authority
      or responsibilities as in effect immediately prior to such reduction; (2) the
      Purchaser requiring Employee to relocate his primary work office to a facility
      or location more than fifty (50) miles from Employee’s then-present location; or
      (3) the Purchaser refusing to offer full time employment to Employee on terms
      comparable to those provided by the Corporation prior to the
      acquisition.

    


    3.           Compensation.

    


    (A)           During
      the period from July 31, 2007 to December 31, 2007, the Corporation shall
      compensate Employee for Employee's services rendered hereunder by paying to
      Employee a monthly salary (the "Monthly Base Salary") of Fourteen Thousand,
      Five
      Hundred Eighty-Three Dollars and Thirty-Three Cents ($14,583.33), less any
      authorized or required payroll deductions.  During the period from
      January 1, 2008 to December 31, 2008, the Employee’s annual salary (the “Base
      Salary”) shall be One Hundred Eighty-One Thousand, One Hundred and Twenty-five
      Dollars ($181,125.00), less any authorized or required payroll
      deductions.  During the period from January 1, 2009 to December 31,
      2009, the Employee’s Base Salary shall be One Hundred Eighty-Seven Thousand,
      Four Hundred and Sixty-Four Dollars ($187,464), less any authorized or required
      payroll deductions.  During the period from January 1, 2010 to
      December 31, 2010, the Employee’s Base Salary shall be One Hundred Ninety-Four
      Thousand and Twenty-Six Dollars ($194,026), less any authorized or required
      payroll deductions.  Thereafter, as long as this Agreement remains in
      effect, the annual Base Salary that the Corporation shall pay to the Employee
      for his services rendered hereunder will be One Hundred Ninety-Four Thousand
      and
      Twenty-Six Dollars ($194,026) less any authorized or required payroll
      deductions.  Payment of this salary will be made in accordance with
      the payroll policies of the Corporation in effect from time to
      time.

    


    (B)           With
      respect to each complete fiscal year of the Corporation during which (i) the
      Employee is employed under the terms of this Agreement as of the last day of
      such fiscal year, and (ii) the Corporation's "Annual Income from Operations"
      (as
      that term is hereinafter defined) is more than Three Million Dollars
      ($3,000,000.00), the Corporation shall pay to Employee, in addition to the
      Base
      Salary, an annual "Performance Bonus".

    


    (1)  The
      amount of the 2007 Performance Bonus (if any) shall be calculated in a manner
      consistent with the past practice of the Corporation, but awarded in the sole
      discretion of the Chief Executive Officer of the Parent, with the consent of
      the
      Compensation Committee and the Board of Directors of the Parent.

    


    (2)  The
      amount of the 2008 Performance Bonus (if any) and for each year thereafter
      shall
      be equal to Seven Tenths of One Percent (0.7%) of the Corporation's Annual
      Income from Operations.

    


    For
      purposes of the calculation of the Performance Bonus, the Corporation's "Annual
      Income from Operations" means the consolidated Income from Operations of the
      Corporation and its subsidiaries, for a given fiscal year, as determined by
      the
      firm of independent certified public accountants providing auditing services
      to
      the Corporation, using generally accepted accounting principles consistently
      applied, and calculated without regard to (a) federal and state income tax,
      (b)
      any interest expense or other income and expense as they appear on the
      Corporation’s annual audited financial statements, (c) any amortization of
      intangibles associated with the 2007 purchase of the Corporation by the Parent,
      (d) any intercompany corporate charges other than those specifically on behalf
      of the Corporation which arise after the purchase by the Parent, and (e) any
      income or loss attributable to any other corporation or entity (including the
      assets of a corporation or entity that constitute an operating business)
      acquired by or merged into the Corporation subsequent to the effective date
      of
      this Agreement.  The Corporation shall pay to Employee any Performance
      Bonus due the Employee hereunder not later than fifteen (15) days after the
      receipt by the Corporation of its annual audited financial statements, which
      the
      Corporation expects to receive within ninety (90) days after the end of each
      fiscal year of the Corporation.

    


    (C)           In
      addition to the Base salary and Performance Bonus (if any), Employee shall
      be
      entitled to receive such bonus compensation as the Board of Directors of the
      Parent may authorize from time to time.

    


    (D)           The
      Parent retains the right to modify or adjust the manner in which the Performance
      Bonus is calculated in the event that the Corporation or Parent either acquires
      the assets of another entity, or any portion thereof, or sells its assets,
      or
      any portion thereof, to another entity.

    


    4.           Duties
      of Employee

    


    (A)           Employee
      shall serve as President and Chief Executive Officer for the Corporation or
      in
      such other positions as may be determined by the Board of Directors of the
      Parent, and Employee shall perform such duties on behalf of the Corporation
      and
      its subsidiaries by such means, at such locations (subject to paragraph
      2(E)(2)), and in such manner as may be specified from time to time by the
      officers or Board of Directors of the Parent.

    


    (B)           Employee
      agrees to abide by and conform to all rules established by the Corporation
      applicable to its employees.

    


    (C)           Employee
      acknowledges that he is being employed as a full-time employee, and Employee
      agrees to devote so much of Employee's entire time, attention and energies
      to
      the business of the Corporation as is necessary for the successful operation
      of
      the Corporation and shall endeavor at all times to improve the business of
      the
      Corporation.  Employee shall not accept any business commitments other
      than with the Corporation without the advance written consent of the
      Corporation’s President.

    


    5.           Expenses.  During
      the period of Employee's employment, except as otherwise specifically provided
      in this Agreement, the Corporation will pay directly, or reimburse Employee
      for,
      all items of reasonable and necessary business expenses approved in advance
      by
      the Corporation if such expenses are incurred by Employee in the interest of
      the
      business of the Corporation.  The Corporation shall also reimburse
      Employee for automobile expenses incurred by Employee in the performance of
      Employee's duties hereunder.  The amount of such reimbursement shall
      be in accordance with the automobile expense reimbursement policy adopted (and
      as it may be modified  from time  to time)  by the
      Parent’s Board of Directors.  All such expenses paid by Employee will
      be reimbursed by the Corporation upon presentation by Employee, from time to
      time (but not less than quarterly), of an itemized account of such expenditures
      in accordance with the Corporation's policy for verifying such
      expenditures.

    


    6.           Fringe
      Benefits

     

    (A)           Employee
      shall be entitled to participate in any health, accident and life insurance
      program and other benefits which have been or may be established by the
      Corporation on the same basis as other salaried employees of the
      Corporation.

    


    (B)           Employee
      shall be entitled to an annual vacation without loss of compensation for such
      period as may be determined by the Board of Directors of the
      Parent.

    


    (C)           The
      Corporation shall furnish to the Employee during the term of his employment
      an
      automobile selected by the Corporation to aid the Employee in the performance
      of
      his duties.  Upon agreement of the Corporation and the Employee, the
      Corporation may, in lieu of the automobile, provide the Employee with a Five
      Thousand Dollar ($5,000.00) annual automobile allowance.

    


    7.           Covenants
      of Employee.

    


    (A)           The
      terms “Confidential Information” and “Trade Secrets” as used in this Agreement
      mean any information which derives independent economic value, actual or
      potential, from not being generally known to the public or to other persons
      who
      can obtain economic value from its disclosure or use and is the subject of
      efforts that are reasonable under the circumstances to maintain its
      secrecy.  Confidential Information and Trade Secrets include, but are
      not limited to:

    


    
      	
              (i)  

            	
              computer
                programs, software and firmware, system documentation, and data
                processing;

            


    

    
      	
              (ii)  

            	
              marketing,
                sales, pricing, cost, and budgeting
                data;

            


    

    
      	
              (iii)  

            	
              marketing,
                sales, and service proposals;

            


    

    
      	
              (iv)  

            	
              business
                plans and projections;

            


    

    
      	
              (v)  

            	
              management
                and recruiting practices;

            


    

    
      	
              (vi)  

            	
              information
                regarding the development and performance of
                processes;

            


    

    
      	
              (vii)  

            	
              financial
                and business data relating to the Corporation or the Parent, including,
                but not limited to, employee lists, salaries and benefits, personnel
                skills, training and abilities, and
                management;

            


    

    
      	
              (viii)  

            	
              customer
                contacts, proposals or agreements;

            


    

    
      	
              (ix)  

            	
              customer
                cost and pricing information;

            


    

    
      	
              (x)  

            	
              financial
                information; and

            


    

    
      	
              (xi)  

            	
              customer
                lists and customer and prospective customer
                information.

            


    

    


    (B)           During
      the term of Employee’s employment with the Corporation and for all time
      thereafter, Employee covenants and agrees that Employee will not in any manner
      directly or indirectly, except as required in Employee’s duties to the
      Corporation, disclose or divulge to any person, entity, firm or company
      whatsoever, or use for Employee’s own benefit or the benefit of any other
      person, entity, firm or company, directly or indirectly, any Confidential
      Information or Trade Secrets, knowledge, documents, data, or other information,
      in whatever form maintained, obtained by, or known to Employee as result of
      the
      employment relationship with Corporation and Parent, the parties hereto
      stipulating, as between them that disclosure of the same to or use of the same
      by third parties would greatly affect the effective and successful conduct
      of
      the business of the Corporation and the goodwill of the Corporation, and that
      any breach of the terms of this subparagraph (B) shall be a material breach
      of
      this Agreement.

    


    (C)           During
      the term of Employee’s employment with the Corporation and for a period of one
      (1) year (the “Covenant Term”) after cessation for whatever reason of such
      employment (except as hereinafter provided in subparagraph D of this paragraph
      7), Employee covenants and agrees that Employee will not in any manner directly
      or indirectly, either as an employee, employer, lender, owner, technical
      assistant, partner, member, agent, principal, broker, advisor, consultant,
      manager, shareholder, director, or officer, or in any other capacity, on
      Employee’s behalf or on behalf of any person, firm, partnership, entity or
      corporation, or by any agent or employee:

     

    
      (i)            call
        upon, solicit, contact, divert, take away, do business with or attempt to
        call
        upon, solicit, contact, divert, take away or do business with any customer
        of
        the Corporation or any potential customer of the Corporation who Employee
        had
        contacted, solicited or serviced while at Corporation and about whom Employee
        has Corporation Trade Secrets or Confidential Information; or

    

     

    (ii)           solicit
      the services of, interfere with the employment or business relationship of,
      or
      endeavor to employ any employee or independent contractor of the Corporation
      who
      worked as an Executive and/or Engineer at the Corporation within a period of
      one
      (1) year prior to the date of termination of Employee’s employment with
      Corporation.

     

    (D)           The
      parties agree that the Covenant Term provided for in the preceding subparagraph
      (C) shall be:

     

    (i)           reduced
      to six (6) months in the event all of the operating assets or all of the common
      stock of the Corporation or the Parent is sold to any entity or individuals
      unaffiliated with the Corporation or the Parent, its successors or assigns;
      or

     

    (ii)           eliminated
      if the business currently operated by the Corporation or the Parent is
      terminated and the assets of the Corporation or the Parent are
      liquidated.

     

    (E)           All
      the covenants of Employee contained in this paragraph 7 shall be construed
      as
      agreements independent of any other provision of this Agreement, and the
      existence of any claim or cause of action against the Corporation, whether
      predicated on this Agreement or otherwise, shall not constitute a defense to
      the
      enforcement by the Corporation of these covenants.

     

    (F)           It
      is the intention of the parties to restrict the activities of Employee under
      this paragraph 7 only to the extent necessary for the protection of legitimate
      business interests of the Corporation and the Parent, and the parties
      specifically covenant and agree that should any of the provisions set forth
      therein, under any set of circumstances not now foreseen by the parties, be
      deemed too broad for such purpose, said provisions will nevertheless be valid
      and enforceable to the extent necessary for such protection.

     

    8.           Documents.  Upon
      cessation of Employee’s employment with the Corporation, for whatever reason,
      all company property, including, but not limited to, all documents, records
      (including without limitation, customer records), books, notebooks, records,
      personal notes, list of customers, and all reproductions, duplicates, contracts
      and correspondence pertaining to the Corporation’s customers statements or
      correspondence, including copies thereof, relating to the business of the
      Corporation or the Parent then in Employee’s possession, whether prepared by
      Employee or others, will be delivered to and left with the Corporation, and
      Employee agrees not to retain copies of the foregoing documents without the
      written consent of the Corporation.

     

    9.           Remedies.  In
      the event of the breach by Employee of any of the terms of this Agreement,
      notwithstanding anything to the contrary contained in this Agreement, the
      Corporation may terminate the employment of Employee in accordance with the
      provisions of paragraph 2 of this Agreement.  It is further agreed
      that any breach or evasion of any of the terms of this Agreement by Employee
      will result in immediate and irreparable injury to the Corporation and will
      authorize recourse to injunction and/or specific performance as well as to
      other
      legal or equitable remedies to which the Corporation may be
      entitled.  In addition to any other remedies that it may have in law
      or equity, the Corporation also may require an accounting and repayment of
      all
      profits, compensation, remuneration or other benefits realized, directly or
      indirectly, as a result of such breaches by the Employee or by a competitor’s
      business controlled, directly or indirectly, by the Employee.  No
      remedy conferred by any of the specific provisions of this Agreement is intended
      to be exclusive of any other remedy and each and every remedy given hereunder
      or
      now or hereafter existing at law or in equity by statute or
      otherwise.  The election of any one or more remedies by the
      Corporation or the Parent shall not constitute a waiver of the right to pursue
      other available remedies.  Employee expressly agrees to pay all
      reasonable costs and attorneys’ fees incurred by the Corporation or the Parent
      in order to enforce the Employee’s obligations under this Agreement, regardless
      of whether litigation is commenced or prosecuted to a judgment.

     

    10.           Severability.  All
      agreements and covenants contained herein are severable, and in the event any
      of
      them shall be held to be invalid by any court of competent jurisdiction, this
      Agreement, subject to subparagraph 7(F) hereof, shall continue in full force
      and
      effect and shall be interpreted as if such invalid agreements or covenants
      were
      not contained herein.

     

    11.           Entire
      Agreement.  This Agreement constitutes the entire
      agreement between the Corporation and the Employee with respect to the subject
      matter hereof and supersedes all prior proposals, negotiations, representations,
      communications, writings, outlines and agreements between the Corporation and
      the Employee with respect to the subject matter hereof, whether oral or written,
      which shall be of no further force and effect.  No amendments to this
      Agreement, except as expressly provided herein to the contrary, may be made
      except by a writing signed by both parties.

     

    12.           Waiver
      or Modification.  No waiver or modification of this
      Agreement or of any covenant, condition or limitation herein shall be valid
      unless in writing and duly executed by the party to be charged therewith, and
      no
      evidence of any waiver or modification shall be offered or received in evidence
      in any proceeding or litigation between the parties hereto arising out of or
      affecting this Agreement, or the rights or obligations of the parties hereunder,
      unless such waiver or modification is in writing, duly executed as aforesaid,
      and the parties further agree that the provisions of this Paragraph may not
      be
      waived except as herein set forth.  Failure of a party to exercise or
      otherwise act with respect to any of its rights hereunder in the event of a
      breach of any of the terms or conditions hereof by the other party shall not
      be
      construed as a waiver of such breach nor prevent the other party from thereafter
      enforcing strict compliance with any and all of the terms and conditions
      hereof.

     

    13.           Assignability.  This
      Agreement may be assigned by the Corporation to another entity which purchases
      substantially all of the assets of the Corporation or the Parent or acquires
      a
      majority of the stock of the Corporation or the Parent.  The services
      to be performed by Employee hereunder are personal in nature and, therefore,
      Employee shall not assign Employee’s rights or delegate Employee’s obligations
      under this Agreement, and any attempted or purported assignment or delegation
      not herein permitted shall be null and void.

     

    14.           Successors.  Subject
      to the provisions of paragraph 12, this Agreement shall be binding upon and
      shall inure to the benefit of the Corporation and Employee and their respective
      heirs, executors, administrators, legal administrators, successors and
      assigns.

     

    15           Notices.  Any
      notice or other communication required or permitted hereunder shall be in
      writing and shall be deemed to have been given if delivered personally or mailed
      by certified or registered mail, return receipt requested, if to the
      Corporation, to:

     

    D3
      Technologies Inc.

    C/O
      Ronald S. Saks, President

    LMI
      AEROSPACE, INC.

    P.O.
      Box
      900

    St.
      Charles, MO  63302-0900

    


    and,
      if
      to Employee, to:

    


    Ryan
      P.
      Bogan

    10630
      Indigo Blossom Lane

    San
      Diego, CA 92121

    


    or
      to
      such other address as may be specified by either of the parties in the manner
      provided under this paragraph 15.

    


    16.           Construction.  This
      Agreement shall be deemed for all purposes to have been made in the State of
      Missouri and shall be governed by and construed in accordance with the laws
      of
      the State of Missouri, notwithstanding either the place of execution hereof,
      nor
      the performance of any acts in connection herewith or hereunder in any other
      jurisdiction.

    


    17.           Venue.  The
      parties hereto agree that any suit filed arising out of or in connection with
      this Agreement shall be brought only in the United States District Court for
      the
      Eastern District of Missouri, unless that court lacks jurisdiction, in which
      case such action shall be brought only in the Circuit Court for St. Louis
      County, Missouri.

    


    18.           Disclosure
      of Existence of Agreement.  To preserve the respective
      rights under this Agreement, the parties may advise any third party of the
      existence of this Agreement and its terms, and each party specifically releases
      and agrees to indemnify and hold the other party harmless from any liability
      for
      doing so.

    


    19.           Opportunity
      to Review.  The parties hereby represent and warrant
      that they have had an opportunity to review this Agreement and consult their
      respective attorneys about the Agreement, and understand the meaning and effect
      of each paragraph of this Agreement.

    


    The
      parties have executed this Agreement as of July 31, 2007.

    


    


    
      	 	
              D3
                TECHNOLOGIES INC.

            
	 	
              (“Corporation”)

            
	 	 
	 	 
	 	
              By:

            	
              /s/
                Ronald S. Saks

            
	 	
              Ronald
                S. Saks

            
	 	 
	 	 
	 	
              /s/
                Ryan P. Bogan

            
	 	
              (“Employee”)