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     B. Executive’s initial, regular place or base of employment shall be at the Company’sprincipal office in Dallas, Texas.     C. During Executive’s employment with Employer, Executive shall devote Executive’s fullbusiness time, best efforts, abilities, energies and skills to the good faith performance ofExecutive’s job duties and responsibilities hereunder, and shall perform said duties andresponsibilities at all reasonable times and places in accordance with reasonable directions andrequests made by the Employer consistent with Executive’s position and Employer’s business needs asdetermined by Employer. Executive shall not engage in any other employment, business, orbusiness-related activity unless Executive receives prior written approval from Employer’s Board ofDirectors to hold such outside employment or engage in such business or activity, which writtenapproval shall not be unreasonably withheld if such outside employment, business or activity wouldnot in any way be competitive with the business or proposed business of Employer or otherwiseconflict with or adversely affect in any way Executive’s ability to fulfill Executive’s obligationsunder this EA. Executive shall not be required to receive prior written approval for activitiesrelated to family investments or charitable organizations.**III.****Cash Compensation****.**     A. Salary Compensation.          1. Effective July 1, 2008, Executive shall earn and be paid a salary, at a weekly rate ofEleven Thousand Five Hundred Thirty-Eight Dollars and Forty-Six Cents ($11,538.46) which isequivalent to Six Hundred Thousand Dollars and No Cents ($600,000.00) per annum.          2. Executive’s salary shall be paid at periodic intervals in accordance with Employer’sregular payroll schedule and practices.          3. Executive’s salary rate shall be reviewed from time-to-time, generally on an annual basis,and may be changed by the Compensation Committee of Company’s Board of Directors (the “**CompensationCommittee**”) in its sole discretion.     B. Annual Bonus Compensation Opportunities. As a performance and retentionincentive, Executive shall be eligible to earn an annual bonus award. The terms and conditions ofeach such annual bonus award opportunity shall be provided in writing to Executive not later thanJanuary 31 of the calendar year for which the bonus is to be earned and shall be attached to thisAgreement each year as Attachment 1. However, the following will apply to each annual bonus awardopportunity made available to Executive during Executive’s employment with Employer.          1. Each annual bonus award opportunity will be conditioned on Employer’s achievement ofcalendar year revenue and net income objectives, and any other objectives, established in thediscretion of the Board for the calendar year.          2. Each annual bonus award opportunity also will be conditioned on Executive’s full-timeactive services to Employer continuously through the calendar year. However, should Executive beterminated without cause, leave for good reason, die or become permanently disabled, Executive orhis estate will be entitled to all bonus compensation that has been earned in accordance with theterms of the then applicable annual bonus award opportunity but not yet paid at the time ofExecutive’s departure, death or permanent disability, including any bonus compensation earned forpartial portions of a calendar year.          3. Any bonus awarded to Executive pursuant to this Section III. B shall be paid to Executivein accordance with the terms of Attachment 1; however, such bonus shall be     Philip A. Pendergraft
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paid to Executive not later than the 15th day of the third calendar month following the close ofthe calendar year for which such bonus is earned.          4. The Employer may provide for periodic progress bonus awards against the total annual bonusopportunity.     C. Discretionary Bonuses. To the extent Employer exceeds both its revenue and itsnet income and/or any other objectives established for a calendar year by the Board, Executiveshall be eligible for a discretionary bonus award, which would be in addition to Executive’s annualbonus award opportunity. Whether to grant such additional bonus award and, if so, in what form andamount, shall be determinations made in the sole discretion of the Board. Any such discretionarybonus shall be paid to Executive not prior to January 1 of the calendar year following the calendaryear for which such bonus is earned and not later than the 15th day of the third calendar monthfollowing the close of the calendar year for which such bonus is earned     D. Withholdings. All cash compensation paid to Executive pursuant to this EA,including any Severance Benefits per Section VII.B., shall be subject to (i) any and all applicablefederal, state and local income and employment withholding taxes; (ii) other amounts required to bededucted or withheld by Employer under applicable law or order requiring the withholding ordeduction of amounts otherwise payable as compensation or wages to employees; (iii) such otherwithholdings and deductions as may be allowed by applicable law; and (iv) such other withholdingsand deductions as may be authorized in writing by Executive.**IV.****Employee Benefits & Expenses****.**     A. Employee Benefits. Executive shall be eligible to participate in all employeebenefits and benefit plans generally made available to executive employees of Employer fromtime-to-time, subject to the terms, conditions and relevant qualification criteria for suchbenefits and benefit plans. Employer, in its discretion, may change from time-to-time the employeebenefits and benefit plans it generally makes available to its executive employees.     B. Expenses & Expense Reimbursement. Executive shall be entitled to reimbursementfrom Employer of all reasonable and necessary business, travel and entertainment expenses incurredby Executive in the performance of Executive’s job responsibilities hereunder, subject to theexpense reimbursement policies and procedures of Employer in effect from time-to-time. Executivemust submit proper documentation for each such expense within one hundred twenty (120) days afterthe later of (i) Executive’s incurrence of such expense or (ii) Executive’s receipt of the invoicefor such expense. If such expense qualifies hereunder for reimbursement, then the Employer shallreimburse Executive for that expense within thirty (30) business days thereafter. In no eventshall any such expense be reimbursed later than the close of the calendar year following thecalendar year in which is incurred. The amount of reimbursement to which Executive becomesentitled in any calendar year will not affect the amount of expenses eligible for reimbursementhereunder in any other calendar year. In addition, none of Executive’s rights to suchreimbursement may be liquidated or exchanged for any other benefit or payment.**V.****Equity**     A. Stock Options & Change in Control. Executive will be eligible for stock option andother equity grants in the discretion of the Compensation Committee. The stock option agreementfor each stock option granted to Executive shall contain the following terms relative to a “Changein Control” (defined in Section VI.B.2 below).          1. Immediately upon a “Change in Control,” twenty-five percent (25%) of all of Executive’sthen-outstanding option shares, under each stock option granted to Executive,     Philip A. Pendergraft
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shall immediately vest and be exercisable, unless Executive’s then-outstanding options are notassumed by the surviving entity in such Change in Control transaction, in which case one hundredpercent (100%) of Executive’s then-outstanding option shares, under all stock options granted toExecutive, shall immediately vest and be exercisable.          2. If Executive’s employment with the Company or a successor is terminated “Without Cause”(defined in Section VI.C, below) by the Company or its successor within 12 months after theeffective date of a “Change in Control,” or if Executive terminates his employment with the Companyor its successor for “Good Reason” within 12 months after the effective date of a “Change inControl”, then one hundred percent (100%) of Executive’s then-outstanding option shares, under eachstock option granted to Executive, shall immediately vest and be exercisable as of the effectivedate of Executive’s termination of employment (“**Termination Date**”) provided that the conditions ofSection VII.A.2 and Section VII.B.2 (a)-(b) below have been satisfied by Executive.     B. Stock Options at Death or Permanent Disability. The terms of each stock optiongranted to Executive shall provide that one hundred percent (100%) of Executive’s then-outstandingoption shares shall immediately vest and become exercisable in the event of Executive’s death orpermanent disability.**VI.****Termination of Employment**Although Executive’s employment shall be “at-will,” termination of the employment relationshipbetween Executive and Employer shall be classified in one of the following categories, for thelimited purpose only of the Severance Benefit Opportunity of Section VII.B, below:     A. By Employer for Cause. Termination of Executive’s employment by Employer for“**Cause**” means a termination by Employer of Executive’s employment for any of the following reasons,upon written notice to Executive at any time:          1. Executive’s conviction or plea of *nolo contendre*to a felony offense or crime of violenceor dishonesty; or          2. The Company’s good faith determination, upon majority vote of Company’s Board of Directors,that:               a. Executive has engaged in theft, fraud, embezzlement or dishonest conduct with respect toany property or funds of Employer, any affiliate, subsidiary or parent of Employer, or of anyvendor, partner, employee or customer of Employer that is harmful to Employer, to an affiliate,subsidiary or parent of Employer or to the business, operations, reputation or business prospectsof any of them;               b. Executive has breached any of his obligations under the Confidential Information Agreementsigned by Executive as a condition of this EA;               c. Executive has engaged in an act of misconduct which has had an adverse effect on thebusiness, operations, reputation or business prospects of Employer or of an affiliate, subsidiaryor parent of Employer;               d. Executive has failed to adequately perform the material duties or fulfill theresponsibilities of Executive’ position; *provided, however*, that Employer shall have given writtennotice to Executive, and Executive shall have had a period of thirty (30) days within which tocure/remedy the failure(s), described in such written notice giving rise to possible terminationfor Cause under this Section VI.A.2.d; or     Philip A. Pendergraft
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               e. Executive has breached one or more of Executive’s other obligations under this EA;*provided, however,*that Employer shall have given written notice to Executive, and Executive shallhave had a period of thirty (30) days within which to cure/remedy the breach, described in suchwritten notice, giving rise to possible termination for by Employer for Cause under this SectionVI.A.2.e.     B. By Executive for Good Reason.          1. Termination of Executive’s employment by Executive shall qualify as a termination byExecutive for “**Good Reason**” if all of the following conditions are met:               a. Executive shall have given advance written notice of termination to Employer (“**Notice**”), inaccordance with Section VIII.H below, which includes the following:                    (1) a description of the act, omission or breach giving rise to the Notice, and                    (2) a date on which Executive intends the termination to be effective (“Termination Date”),that is no earlier than 30 days after the date the Notice is delivered to the Employer;               b. The act, omission or breach described in the Notice is one of the following:                    (1) A material reduction, without Executive’s consent, of Executive’s salary rate or bonusaward opportunity, unless the salary rates of all Employer’s executive-level employees also havebeen reduced by at least the same percent by which Executive’s salary rate has been reduced. Forpurposes of the foregoing, a reduction in Executive’s salary rate or bonus award opportunity bymore than ten percent (10%) shall be deemed to be a material reduction;                    (2) A material relocation, without Executive’s consent, of Executive’s regular place or baseof employment. For purposes of the foregoing, a change of the geographic location of Executive’sregular place or base of employment by more than fifty (50) miles shall be deemed to be a materialchange; or                    (3) A material breach by Employer of one or more of its obligations under this EA;               c. The act, omission or breach described in the Notice first occurred:                    (1) during the 12 months after the effective date of a “Change in Control” of the Company and