SALE PROCEEDS AGREEMENT

This Sale proceeds  Agreement (the "Agreement") is entered into this 10th day of
September  2004  (the  "Effective  Date"),  among  Stimulys,  Inc.,  a  Delaware
corporation and any successors (collectively "Stimulys"),  whose address is 2245
Keller Way,  Carrollton,  Texas 75006,  and Spar  Incentive  Marketing,  Inc., a
Delaware  corporation  ("Spar"),  whose  address is 580 White Plains  Road,  6th
Floor, Tarrytown, New York 10591.

                                    RECITALS

     A. Stimulys is a wholly-owned  subsidiary of Performance Holdings,  Inc., a
Delaware  corporation  ("PHI").  PHI  is  indebted  to  Spar  in the  amount  of
approximately  $7,664,019  as of the  Effective  Date,  pursuant to (i) two Term
Promissory  Notes dated as of June 30, 2002 (the "Term  Notes") in the  original
principal amounts of $2,500,000 and $3,500,000,  respectively, issued by PHI, as
borrower,  to Spar,  as lender,  and (ii) that certain  Term Loan,  Guaranty and
Security  Agreement dated as of June 30, 2002 (the "Term Loan Agreement")  among
PHI, as borrower,  Stimulys,  as guarantor,  and Spar, as lender.  The loan made
pursuant  to the Term Notes and the Term Loan  Agreement  is  referred to as the
"Term Loan."

     B. All  assets of PHI and  Stimulys  are  pledged as  collateral  to secure
repayment of the Term Loan.

     C. The parties wish to restructure  the  obligations of Stimulys and PHI to
Spar pursuant to the Term Loan. The parties wish to enter into this Agreement to
memorialize the terms of such restructuring.

                              TERMS AND PROVISIONS

     In  consideration  of the mutual  promises made in this Agreement and other
good and  valuable  consideration,  the  receipt  and  sufficiency  of which are
acknowledged, the parties agree as follows:

     1. Definitions.  As used in this Agreement,  the following terms shall have
the meanings indicated:

     -    "Change  of  Control"  means  either  (i) a sale,  transfer  or  other
          disposition of over 50% of the assets of Stimulys outside the ordinary
          course of Stimulys'  business,  to a Non-Affiliate that is not related
          to any of the stockholders in the broadcast definition, (ii) a merger,
          consolidation  or similar  transaction the result of which is that the
          owner of over 50% of Stimulys' assets is a  Non-Affiliate,  or (iii) a
          sale of over 50% of the common  stock or other  voting  securities  of
          Stimulys,  the  result  of which is that  more  than 50% of  Stimulys'
          voting  securities are Controlled by one or more  Non-Affiliates.  Any
          transaction  in which an Initial Owner and/or its affiliate  increases
          its  ownership  percentage  in  Stimulys  to over  50%  shall  also be
          considered a change in control.  The change in control covers either a
          single  transfer  or a change in control by a series of  transfers  or
          sale that cumulatively exceeds 50%.


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     -    "Control" "Controlled by" and "Controlling" means, with respect to the
          voting securities of a given entity, the right to direct the voting or
          disposition of such voting  securities,  where due to ownership of the
          voting securities, contractual right, or otherwise.

     -    "Hunter  Securities"  means all equity or other type of  securities in
          Stimulys or any related  companies or affiliates fully or partly owned
          or  Controlled  directly or  indirectly  in whole or in part by Thomas
          Hunter or by any member of his immediate family.

     -    "Initial  Owner" or "Initial  Owners" means  shareholders  included on
          Exhibit ___ in their  respective  percentages  and their  wholly owned
          subsidiaries.

     -    "Net Proceeds" means (i) in the case of an asset sale that constitutes
          a  Change  of  Control  transaction,   the  aggregate  cash  or  other
          consideration received by Stimulys in respect of such transaction,  or
          (ii) in the case of a Change of Control  transaction other than a sale
          of assets, the aggregate cash or other  consideration  received by the
          selling parties in respect of such  transaction  (provided that if the
          transaction  involved less than 100% ownership of Stimulys,  such cash
          proceeds shall be deemed  increased for purposes of this definition to
          the amount that would have been received if the  transaction  involved
          100% ownership of Stimulys); in each case net of direct costs relating
          to such transaction (including without limitation,  legal,  accounting
          and  investment  banking fees, and sales  commissions)  and net of the
          amount  of  Stimulys'  outstanding  indebtedness  (provided  that such
          indebtedness  shall  be  excluded  only  if  and to  the  extent  such
          indebtedness  did not reduce the  appraised  value of  Stimulys by the
          amount of such indebtedness,  and is assumed directly or indirectly by
          the purchaser).

     -    "Non-Affiliate" means (i) one or more persons, entity or entities that
          are not Initial Owners.

     -    Non-Tax  Distribution"  means any  dividend or other  distribution  to
          Stimulys'  equity owners in excess of the amount  necessary to satisfy
          the  obligations  of such  equity  owners to pay all local,  state and
          federal income taxes due or to become due before or during the year in
          which the distribution is made as a result of their ownership interest
          in Stimulys  (assuming  a tax rate  applicable  to such  distributions
          equal to the sum of the highest  incremental  local, state and federal
          income tax rates applicable at the time to individuals) if and only if
          Stimulys is a non-taxable entity.

2.   Commitment Regarding Sale Proceeds.

          A.  Base  Commitment.  Upon  the  occurrence  of a Change  of  Control
     transaction,  Stimulys or the selling  parties,  as the case may be,  shall
     distribute or cause to be distributed to Spar a portion of the Net Proceeds
     from such Change of Control  transaction,  within 30 days of receipt of the
     Net Proceeds, equal to the sum of:


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          (i)   Twenty-Three  and  One-Half  percent  (23  1/2%)  of  the  first
     $10,000,000 of Net Proceeds; and

          (ii)  Fifteen   percent  (15%)  of  any  Net  Proceeds  in  excess  of
     $10,000,000.

The proceeds to which Spar is entitled  pursuant to this Section 2.A shall be in
the same form (i.e., cash, securities,  other consideration,  or any combination
of the foregoing) and proportions as the consideration received by the seller(s)
in the applicable  Change of Control  transaction,  unless the parties  affected
thereby otherwise agree.

          B. Right of First  Refusal  to Spar.  As a  condition  to the entry by
     Stimulys  into a Change of Control  transaction,  Stimulys  shall  first be
     required to: (i) secure an appraisal of Stimulys by a nationally recognized
     business  appraisal  company with  expertise in valuing  companies  such as
     Stimulys, (ii) provide Spar a copy of the appraisal report, together with a
     written offer, which shall remain in effect for a period of thirty days and
     shall be  legally  binding on  Stimulys,  to sell all of  Stimulys'  assets
     (unless  the parties  shall  agree to a stock sale or another  form of sale
     transaction)  to Spar for cash equal to 90% of the sum of (x) the appraisal
     value of  Stimulys  shown in the  appraisal  report  plus (y) the amount of
     Stimulys' outstanding  indebtedness  (provided that such indebtedness shall
     be added to the appraised value only if and to the extent such indebtedness
     did not reduce the appraised value of Stimulys, and is not assumed directly
     or indirectly by SPAR).

          If Spar elects to exercise such right to purchase Stimulys' assets for
     90% of the  appraised  value of  Stimulys  plus  the  amount  of  Stimulys'
     indebtedness  (if  applicable),  the parties  shall  proceed  forthwith  to
     preparation  of asset  purchase and sale  documents in form  customary  and
     reasonable  for a transaction  of that type and size,  and shall close such
     purchase and sale as soon as is reasonably practicable.

          Because the sale to Spar in that instance shall constitute a Change of
     Control transaction, Spar shall be entitled to receive a portion of the Net
     Proceeds from the transaction, which may be deducted from the sale price if
     requested by Spar.

          If Spar does not elect to  exercise  its right to  purchase  Stimulys'
     assets,  Stimulys and its owners shall be free to pursue a sale transaction
     within six months  thereafter for a price no less than 90% of the appraised
     value  shown in the  appraisal  and  under the same  terms  and  conditions
     offered to SPAR.

          C. Distributions  Prior to Change of Control. If approved by Stimulys'
     Board of Directors and subject to the availability of  distributable  funds
     thereof,  Stimulys may make distributions to its equity owners from time to
     time.   To  the  extent  any  such   distribution   constitutes  a  Non-Tax
     Distribution,  Spar shall be entitled to a payment  equal to 30.72% of such
     Non-Tax  Distribution  until total  distributions  to Spar pursuant to this
     Section 2.C equal $2,350,000, after which Spar shall be entitled to further
     distributions  equal to 17.65%  of any  subsequent  Non-Tax  Distributions.
     Notwithstanding the preceding,  there will be no Non-Tax Distributions made
     unless (A) Stimulys' cumulative

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<PAGE>

     net income  after taxes from the  effective  date of this  agreement to the
     date   of  the   Non-Tax   Distribution   exceeds   two   million   dollars
     ($2,000,000.00)  and Stimulys'  Tangible Net deficit (negative tangible net
     worth) is no less than minus four million  seven hundred  thousand  dollars
     ($4,700,000.00)   after  any  non-tax   distribution).   For   purposes  of
     clarification,  if the Tangible Net Deficit is  $(4,700,001.00),  a Non-Tax
     Distribution   cannot   be  made,   if  the   Tangible   Net   Deficit   is
     $(4,699,999.00),  a Non-Tax  Distribution  can be made.  In any given year,
     total Non-Tax  Distributions  will be limited to 30% of the prior years net
     income  after  taxes as reported in  Stimulys'  year and audited  financial
     statements. Prior to issuance, any Non-Tax Distribution must be approved by
     the Stimulys  Lender/Lenders  in effect at that time.  Spar's approval will
     not be required.  No distributions will be made in the two years prior to a
     sale.

          D. Escrow of Shares. In order to ensure that Spar received the portion
     of the  proceeds of a Change of Control  transaction  as set out in Section
     2.A above,  as a condition to the  effectiveness  of this Agreement  Thomas
     Hunter shall tender the certificate(s)  evidencing the Hunter Securities to
     a mutually acceptable neutral party serving as Escrow Agent under an Escrow
     Agreement to be executed contemporaneously  herewith, which shall be in the
     form  attached  hereto as Exhibit A (the  "Escrow  Agreement").  The escrow
     arrangement  shall not  affect  Mr.  Hunter's  ability  to vote the  Hunter
     Securities or to receive distributions in respect of such securities.

          E. Restriction on Non-Change of Control Transactions. Neither Stimulys
     nor its owners shall be entitled to conduct any sale of Stimulys' assets or
     stock to a third party  entity that does not result in a Change of Control,
     unless  (i)  the  acquirer  shall  have  assumed  in  writing  all  of  the
     obligations of Stimulys  under this  Agreement,  (ii) the Escrow  Agreement
     shall  have  been  modified  to apply  to the  acquirer  entity  in lieu of
     Stimulys, and (iii) Thomas Hunter shall have tendered all equity securities
     he Controls or will Control in the acquiring  entity to the Escrow Agent as
     contemplated in Section 2.D above.

     3. Release of Term Loan. Spar acknowledges that the commitments of Stimulys
made in Section 2 above fully and finally  satisfy all  indebtedness of any part
in respect of the Term Loan. Accordingly,  Spar hereby releases PHI and Stimulys
from any and all claims,  demands,  liability  or causes of action in respect of
the Term Loan,  including without limitation all obligations of PHI and Stimulys
under  the Term  Notes,  the  Term  Loan  Agreement,  and all  other  documents,
instruments,  agreements and other writing entered into by PHI, Stimulys or Spar
in order to give effect to the Term Loan.

     4. Release of  Collateral.  Without  limiting the  generality  of Section 3
above,  Spar  acknowledges  that any security  interest it has in any collateral
pledged  pursuant to the Term Loan  Agreement is hereby forever  released.  Spar
agrees to assist Stimulys with and to cooperate  (including  without  limitation
execution  and  filing  (at  Stimulys'  expense)  of UCC-3  Partial  Termination
Statements)  in the  termination  of Spar's  security  interest in collateral of
either  Stimulys or PHI,  other than Spar's  security  interest in the  accounts
receivable of Stimulys, all as reasonably requested by Stimulys or PHI from time
to time.

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<PAGE>

     5.   Mutual Release.

     A.  Release  by  Spar.  Spar,  on  behalf  of  itself  and its  affiliates,
successors,  assigns,  divisions,  parents,  subsidiaries,   employees,  agents,
directors,   officers,   shareholders,   attorneys,   successors   and   assigns
(collectively referred to as the "Spar Parties"),  hereby releases,  acquits and
forever discharges Stimulys,  its affiliates (including without limitation PHI),
successors,  assigns,  divisions,  parents,  subsidiaries,   employees,  agents,
directors,   officers,   shareholders,   attorneys,   successors   and   assigns
(collectively  referred to as the  "Stimulys  Parties")  of and from any and all
liabilities,  claims, remedies, demands, suits or causes of action of whatsoever
kind or  character,  in whole or in part whether  choate or inchoate,  which the
Spar Parties now have or ever have had against the Stimulys Parties arising from
any occurrence or transaction  between the Spar Parties and the Stimulys Parties
from the beginning of time to the date hereof; provided,  -------- however, that
notwithstanding the foregoing, nothing in this Section 5.A shall be construed as
or shall have the  effect of  -------  releasing  any  obligation  of any of the
Stimulys Parties under this Agreement or any other document or agreement entered
into simultaneously herewith.

     B.  Release  by  Stimulys.  Stimulys,  on behalf  of  itself  and the other
Stimulys  Parties,  hereby  releases,  acquits and forever  discharges  the Spar
Parties and from any and all liabilities,  claims,  remedies,  demands, suits or
causes of action of whatsoever kind or character,  in whole or in part,  whether
choate or inchoate, which the Stimulys Parties now have or ever have had against
the Spar Parties  arising from any  occurrence or  transaction  between the Spar
Parties and the Stimulys  Parties from the beginning of time to the date hereof;
provided,  however, that notwithstanding the foregoing,  nothing in this Section
6.A shall be construed as or shall have the effect of releasing  any  obligation
of any of the Spar  Parties  under  this  Agreement  or any  other  document  or
agreement entered into simultaneously herewith.

     6.  Management of Company.  At all times while this Agreement is in effect,
Stimulys shall be managed in a normal and customary manner, consistent with past
practices.

     7.  Provision of Financial  Information.  No later than 120th day after the
end of each fiscal year of Stimulys,  Stimulys  shall provide Spar its financial
statements  for the prior fiscal year,  prepared in  accordance  with  Generally
Accepted Accounting Principles consistently applied,  including all accompanying
footnotes  audited by a non-related  accounting  firm acceptable and approved by
the Stimulys  Lender/Lenders in effect at that time. Stimulys shall also provide
quarterly  unaudited  statements  or such other  statements as would be normally
maintained and usual.

     8. Expenses. The parties agree each will be responsible for and bear all of
its own costs and expenses in connection with the  transactions  contemplated by
this  Agreement,  including,  but not  limited to, all  attorneys,  accountants,
investment  advisors or other  professional  fees  incurred by the parties.  The
parties  agree  that no  broker  or  finder  is or will be due any fee or  other
compensation in connection with the transactions contemplated by this Agreement.
No expenses incurred by any party shall be assumed to be paid by any other party
without the written permission of the responsible party.

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     9.  Disclosure.  Except as and to the extent  required by law,  without the
prior written  consent of the other party  neither  Stimulys nor Spar will make,
and each will direct its  representatives  not to make,  directly or indirectly,
any public comment,  statement or communication with respect to, or otherwise to
disclose or to permit the disclosure of the existence of  discussions  regarding
this  transaction  or any of the  terms,  conditions,  or other  aspects  of the
transaction  described in this  Agreement,  except to their banks,  auditors and
legal or  financial  advisors.  If a Party is  required  by law to make any such
disclosure,  such Party shall first notify the other party of the content of the
proposed  disclosure,  the reasons such  disclosure  is required by law, and the
time and place that the disclosure will be made. SPAR will be allowed to provide
that  information  which in its sole judgment is required to be filed as part of
any official  documents  filed with the SEC or other  governmental or regulatory
agencies. Such information shall include any required press release.

     10.  Entire  Agreement;   Amendments.  The  provisions  of  this  Agreement
constitute the entire and only agreement between the parties with respect to the
subject  matter  hereof  and  supersede  all  prior   agreements,   commitments,
representations, understandings, or negotiations, oral or written, and all other
communications   relating  to  the  subject  matter  hereof.   No  amendment  or
modification of any of the provisions of this Agreement will be effective unless
set forth in a document that purports to amend this Agreement and is executed by
all parties hereto.

     11.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
counterparts  collectively  shall  constitute  one instrument  representing  the
agreement  between the parties  hereto.  It shall not be necessary  that any one
counterpart  be  signed  by all of the  parties  hereto  as  long as each of the
parties has signed at least one counterpart.

     12. Governing Law and Venue. The validity, construction, and performance of
this Agreement shall be governed by and in accordance with the laws of the State
of New York  (other  than  those  choice of law rules  that  would  defer to the
substantive laws of another jurisdiction).  This governing law election has been
made by the  parties in  reliance  (at least in part) on  Section  5-1401 of the
General  Obligations  Law of the State of New York,  as  amended  (as and to the
extent  applicable),  and other  applicable  law. Each party hereby consents and
agrees  that the  Supreme  Court of the  State  of New  York for the  County  of
Westchester  and the United States  District Court for the Southern  District of
New York,  County of  Westchester,  each shall have  personal  jurisdiction  and
proper venue with respect to any dispute between the parties under or related to
this  Agreement;  provided that the foregoing  consent shall not deprive  either
party of the right in its sole and absolute  discretion to voluntarily  commence
or  participate  in any action,  suit or  proceeding  in any other court  having
jurisdiction  and  venue  over  the  other  party.  The  preceding  consents  to
jurisdiction  and venue have been made by the parties in  reliance  (at least in
part) on Section 5-1402 of the General Obligations Law of the State of New York,
as amended (as and to the extent  applicable),  and other  applicable  law. Each
party will not raise, and hereby  absolutely,  unconditionally,  irrevocably and
expressly  waives  forever,  any objection or defense in any such dispute to any
such New York jurisdiction as an inconvenient forum.

     13. Interpretation. The parties acknowledge that each party and its counsel
have reviewed and negotiated the terms and provisions of this Agreement and have
contributed to its

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<PAGE>

revision.  Accordingly,  the normal  rule of  construction,  to the effect  that
ambiguities are resolved  against the drafting  party,  shall not be employed in
the  interpretation  of this  Agreement;  and its terms and provisions  shall be
construed  fairly as to all  parties  hereto and not in favor of or against  any
party, regardless of which party is generally responsible for the preparation of
this Agreement.




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                                    Exhibit A
                                       To
                             Sale Proceds Agreement


                                Escrow Agreement
                                [See attachment]



<PAGE>


                                    EXECUTION


The parties have executed this Sale Proceeds Agreement as of the Effective Date.


                           STIMULYS:


                           By:    /s/ Thomas Hunter
                                  ----------------------------------------------
                                  Thomas Hunter, President

                           SPAR:

                           SPAR INCENTIVE MARKETING, INC.

                           By:    /s/ Robert Brown
                                  ----------------------------------------------
                                  Robert Brown, Chairman & CEO


Performance  Holdings and other current stockholders need to sign as a party and
be bound by the change in control and payment  provisions  in case they sell the
stock of Stimulys.  This is  contemplated as a business matter by Section 2A but
is  not  enforceable  against  PHI  and  the  other  stockholders   without  its
participation in the agreement.