EXHIBIT
10.14
 
 EMPLOYMENT
AGREEMENT
  THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made
and entered into this 11th day of December , 2009 by and between RBC Life
Sciences, Inc. (“Employer”) located at
2301 Crown Court, Irving, Texas 75038 and Steven E. Brown (“Employee”), residing
at 2128 Tomahawk Drive, Plano, Texas 75023.
  WITNESSETH:
  WHEREAS,
Employer is engaged in, among other businesses, the international distribution
of nutritional supplements and personal care products through the network
marketing distribution model, and the distribution of wound care and oncology
care products; and
 
 WHEREAS,
Employee is employed by Employer under an existing employment agreement that
terminates by its terms December 31, 2009; and
 
 WHEREAS,
Employer desires to employ Employee, and Employee desires to accept employment
with Employer, on the terms and conditions set forth in this
Agreement;
 
 NOW,
THEREFORE, in consideration of the mutual covenants and promises set forth in
this Agreement, Employer and Employee hereby agree as follows:
 
 Section
1.  Effective
Date and Purpose.  The
effective date of this Agreement shall be January 1, 2010 (the “Effective
Date”).  This Agreement sets forth the terms and conditions of
Employee’s employment with Employer on and after the Effective Date during the
term hereof.
  Section
2.Employment
Title and Duties.  Employer
shall employ Employee in the capacity of Vice President - Finance.  In
this capacity, Employee shall have the responsibility to perform all duties that
are customarily performed by one holding that position in other, same, or
similar businesses or enterprises as that engaged in by Employer.  Employee
accepts this employment, subject to the general supervision and pursuant to the
orders and direction of Employer’s Chief Executive Officer (the “CEO”).  Employee
shall also render such other and services and duties, consistent with such
capacity, as may be assigned from time to time by the CEO.
  Section
3.Compensation
of Employee.  Employer
shall pay Employee, in full payment for Employee’s services and covenants under
this Agreement, the following compensation:
  a.
              Salary.  During
      his employment pursuant to this Agreement, Employee’s annual base salary
      shall be $231,416.90 payable bi-weekly in equal payments of $8,900.65 in
      accordance with Employer’s customary payroll
      practices.  Employee’s annual base salary may be increased
      during the term of this Agreement subject to business conditions and
      Employee’s performance, as recommended by the CEO to the Compensation
      Board of the Employer’s Board of Directors. Compensation Committee and the
      CEO shall review and make a joint decision in accordance with the
      Compensation Committee Charter.
  b.
              Incentive
      Bonus.  The
      Board of Directors (the “Board”) will
      maintain a discretionary annual cash incentive bonus program each year
      during the term of this Agreement.  The Committee shall
      determine in its discretion whether any annual incentive bonus will be
      payable for any year to Employee based on business-related factors deemed
      appropriate by the Board for a particular year.  Any annual
      incentive bonus payable to Employee will be paid in a lump sum payment in
      the year immediately following the year to which the bonus relates and
      will be paid only if Employee is employed by the Company on the date the
      bonus is paid.
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If at the
end of the year in which employment is terminated, other than for “Cause”, the
employee would have received a bonus, Employee will be paid a prorata share for
the full months of actual employment in that year payable at the time the
bonuses for that year are paid to eligible employees.




c.
            Health
      and Welfare Benefits.  During
      his employment, Employee shall be eligible to participate in the health
      and welfare benefit plans and programs offered from time to time by
      Employer for its similarly situated employees, upon the terms and subject
      to conditions of such plans and
programs.




Section
4.Best
Efforts of Employee.  Employee
agrees to perform all of the duties pursuant to the express and implicit terms
of this Agreement to the reasonable satisfaction of
Employer.  Employee further agrees to perform such duties faithfully
and to the best of his ability, talent, and experience.




Section
5.Place of
Employment.  Employee
shall render such duties at 2301 Crown Court, Irving, Texas 75038 and at such
other places as Employer shall in good faith require or as the interest, needs,
business, or opportunity of Employer shall require.




Section
6.Non-Competition
with Employer during Employment.  Employee
shall devote all his time, attention, knowledge, and skills solely to the
business and interest of Employer, and Employer shall be entitled to all of the
benefits and profits arising from the work of Employee.  Employee
shall not, during his employment under this Agreement, perform services for or
be interested directly or indirectly, in any manner, as partner, officer,
director, shareholder, advisor, consultant, employee, or in any other capacity
in any other business similar to Employer’s business, any allied trade, or any
business offering a competing or alternative product or service. However,
nothing contained in this section shall prevent or limit Employee from
continuing to receive the benefits of relationships previously disclosed and
approved by the CEO in writing or investing in the capital stock or other
securities of any corporation whose stock or securities are publicly owned and
traded on any public exchange, nor shall anything contained in this Section 6
prevent or limit Employee from investing in real estate.




Section
7.Confidentiality
and Nondisclosure.  Employer
promises to disclose to Employee and Employee acknowledges that in and as a
result of his employment by Employer, he will receive, be making use of,
acquiring, and/or adding to confidential information of a special and unique
nature and value relating to such matters as Employer’s trade secrets and
proprietary and confidential business information, including but not limited to,
its unique business methods and strategies, processes, product and design
development, programs and programming codes, pricing methods, operating
techniques and practices, operating and production costs, corporate financial
information, customer requirements, customer and supplier information, potential
customer lists and marketing techniques, systems, procedures, manuals,
confidential reports, the equipment and methods used and preferred by its
customers and the fees paid by them, and compilations of information, records,
and specifications (all of which are referred to collectively herein as “Confidential
Matters”).  Employee further agrees that if a third party
(e.g., vendors, customers and manufacturers) contracts with Employer, the
information obtained or received from a third party including, but not limited
to, its patents, copyrights, proprietary information, trade secrets, systems,
product development, procedures, manuals, and confidential reports will be
treated in the same manner and subject to the same protection as other
Confidential Matters.




Employee acknowledges that Employer
does not voluntarily disclose Confidential Matters, but rather takes precautions
to prevent their dissemination except pursuant to suitable confidentiality
safeguards.  Employee further acknowledges that Confidential Matters
(1) are secret and not known in the industry; (2) have been and will
be entrusted to Employee because Employee is a fiduciary of Employer;
(3) have been and will be developed by Employer and/or Employee for and on
behalf of Employer through substantial expenditures of time, effort, and money
and are and will be used in Employer’s business; (4) give Employer an
opportunity to obtain an advantage over competitors who do not know or use the
Confidential Matters; and (5) are of such value and nature as to make it
reasonable and necessary for Employee and Employer to protect and preserve the
confidentiality and secrecy of the Confidential Matters.




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Employee
acknowledges and agrees that the Confidential Matters are valuable, special, and
unique assets of Employer, the disclosure of which could cause substantial
injury and loss of profits and good will to Employer.  The
Confidential Matters to be prepared or compiled by Employee and/or Employer or
furnished to Employee prior to or during Employee’s term as an employee of
Employer shall be the sole and exclusive property of Employer.  Upon
the separation of Employee’s employment with Employer, all documents and things
related to Confidential Matters shall be returned to Employer as soon as
practicable and none shall be retained by Employee, including any
copies.




As a
condition of employment and continued employment, Employee shall keep
confidential all such confidential and proprietary information that Employee
learns or acquires as a result of his employment with Employer, and shall not at
any time except as necessary to conduct the business of Employer, directly or
indirectly make known, divulge, use, furnish, or reveal to any person, firm,
company, corporation, or anyone else any of the Confidential Matters or any
knowledge or information with respect thereto, or otherwise use such information
for any purpose whatsoever.  Employee promises that Employee will take
all steps necessary to safeguard all Confidential Matters and to prevent their
use, disclosure, or dissemination to any other person or entity except as
necessary to conduct the business of Employer.




Employee
further agrees that in the event Employee is subpoenaed, served with any legal
process or notice, or otherwise requested to produce or divulge, directly or
indirectly, any Confidential Matters by any entity, agency, or person in any
formal or informal proceeding, including, but not limited to, any interview,
deposition, administrative or judicial hearing, and/or trial, upon Employee’s
receipt of such subpoena, process, notice, or request, Employee shall
immediately notify and deliver a copy of the subpoena, process, notice, or
request to the Board.  Employee further irrevocably nominates,
constitutes, and appoints Employer (specifically including any attorney retained
by Employer) as Employee’s true and lawful attorney-in-fact, to act in
Employee’s name, place, and stead to do and perform any act which Employee might
perform, including to institute, prosecute, defend, quash, compromise, settle,
arbitrate, release, and dispose of any and all legal, equitable, or
administrative hearings, actions, suits, attachments, subpoenas, claims, levies,
or other proceedings, or otherwise engage in or defend any and all litigation in
connection with or relating to any request to disclose, directly or indirectly,
any Confidential Matters; provided, however, that Employer shall be under no
obligation to act as Employee’s attorney-in-fact and may decline to do so upon
written notice to Employee.




Section
8.Term.  This
Agreement shall be effective for period of three (3) years beginning on January
1, 2010 and ending on December 31, 2012.  This Agreement will be
automatically renewed for an additional one-year period upon expiration of its
initial term and each subsequent term thereafter, unless either Employer or
Employee gives written notice to the other party at least thirty (30) days prior
to the last day of the then current term of the Agreement.




Section
9.Termination
of Employment.




a.
            Termination
      by Employer for Cause.  Employer
      may immediately terminate the employment of Employee under this Agreement
      for “Cause” (as defined below) at any time by giving written notice of
      termination to Employee without prejudice to any other remedy to which
      Employer may be entitled either at law, in equity, or under this
      Agreement.  In this case, Employee will be paid his monthly base
      salary up to the date of his termination of employment and shall not be
      entitled to any other compensation or benefits under this
      Agreement.




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For
purposes of this Agreement, “Cause” shall mean, in
each case, as reasonably determined by the Board:  (i) conviction of,
or entry of a pleading of guilty or no contest by, Employee with respect to a
felony or any lesser crime of which fraud or dishonesty is a material element,
(ii) Employee’s willful and continued failure to perform his duties with
Employer, or a failure to follow the lawful direction of the Board after the
Board delivers a written demand for performance and Employee neglects to cure
such a failure to the reasonable satisfaction of the Board within 15 days after
receipt of the demand, (iii) Employee’s failure to comply with applicable laws
with respect to the execution of Employer’s business operations or his material
breach of Sections 6 or 7 of this Agreement, (iv) Employee’s theft, fraud,
embezzlement, dishonesty, or similar conduct which has resulted or is reasonably
likely to result in material damage to Employer or any of its affiliates or
subsidiaries, or (v) Employee’s habitual intoxication or continued abuse of
illegal drugs which interferes with Employee’s ability to perform his assigned
duties and responsibilities.




b.
            Termination
      by Employee for Good Reason or Termination by Employer Without
      Cause.  Employee
      may terminate his employment under this Agreement for “Good Reason” (as
      defined below) at any time by giving written notice of termination to
      Employer without prejudice to any other remedy to which Employee may be
      entitled either at law or in equity under this Agreement and Employer may
      terminate Employee’s employment under this Agreement at any time for any
      reason other than Cause or as described in Section 9.c. or Section 9.d. of
      this Agreement by giving written notice of such termination to
      Employee.  If Employee’s employment under this agreement is
      terminated by Employee for Good Reason or by Employer for a reason other
      than Cause or as described in Section 9.c. or Section 9.d. of this
      Agreement and Employee executes a general release in the form provided to
      Employee by the Company (the “Release”)
      within 30 days following the date of his termination of employment (the
      “Termination
      Date”) and does not revoke the Release during any applicable
      revocation period, Employee shall be paid an amount equal to the greater
      of (i) his monthly base salary through the last day of the term of this
      Agreement or (ii) his monthly base salary for a period of six (6) months
      as severance pay following the Termination Date payable, in each case, for
      a period of twelve (12) months in substantially equal payments in
      accordance with Employer’s normal payroll practices and commencing,
      subject to the payment timing provisions of Section 10.b., on the first
      regularly scheduled payroll date of Employer following the expiration of
      45 days after the Termination Date, plus an amount equal to his accrued,
      unused  vacation and personal time of “PTO”) paid in a
      single lump sum payment on the first regularly scheduled payroll date of
      Employer following the Termination Date.  The form of the
      Release will be provided to Employee by Employer not later than five (5)
      days following Employee’s Termination Date.  The amounts paid
      shall be reduced by all amounts withheld and deducted pursuant to Section
      20.  No benefits, bonuses, PTO, or other forms of compensation,
      except for the severance payments and accrued PTO described in this
      Section 9.b., will be paid to Employee or accrued for the severance
      payment period.  Payments under this Section 9.b. shall cease if
      during the term of the payments Employee violates the provisions of
      Section 7 or Section 13.




For
purposes of this Agreement, the term “Good Reason” shall
mean: (i) a material breach by Employer of this Agreement; or (ii) a
material diminution of Employee’s authority, duties, or responsibilities as in
effect immediately after
the Effective Date of this Agreement; provided, however that Employee must
provide notice to Employer of the condition described in clause (i) or (ii)
above, as applicable, within ninety (90) days of the initial existence of the
condition, upon the notice of which Employer shall have a thirty (30) day period
during which it may remedy the condition.




c.
            Death
      of Employee.  This
      Agreement shall be deemed terminated as of the date of Employee’s
      death.  In this case, Employer shall pay to employee’s estate
      Employee’s monthly base salary as provided in this Agreement up to the
      Termination Date, plus Employee’s accrued, unused PTO, payable, in each
      case, in accordance with Employer’s customary payroll
      practices.




d.
            Disability
      of Employee.   Should
      Employee be unable to perform his duties under this Agreement by reason of
      inability to perform the essential functions of the position for a period
      of six (6) months, as determined by the Board in its sole discretion,
      Employer shall have the right to terminate this Agreement upon written
      notice to Employee.  During the six-month period that Employee
      fails to perform his duties as a result of his inability to perform the
      essential functions of the position, Employer will continue to pay
      Employee Employee’s monthly base salary based on its customary payroll
      practices, reduced by any disability payments received by Employee from a
      disability program made available by Employer, and Employee shall be
      treated as on a bona fide leave of absence.  On the Termination
      Date, Employee shall be paid his accrued, unused PTO.  The
      amounts paid shall be reduced by all amounts withheld and deducted
      pursuant to Section 20.




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e.
            Early
      Termination by Employee.  Should
      Employee terminate his employment prior to the end of the term of this
      Agreement, other than for Good Reason, death or disability, Employee shall
      be paid his monthly base salary and unused, accrued PTO up to the
      Termination Date, and shall not be entitled to any other compensation or
      benefits under this Agreement, including any incentive
    bonus.




f.
            Non-renewal
      of Agreement by Employer.  If Employer elects not to
      renew employment under this Agreement pursuant to the terms of Section8,
      Employee, unless otherwise requested by Employer, shall continue to render
      services, and shall be paid compensation as provided in this Agreement,
      through the last day of the current term of the Agreement.  In
      addition, if Employee executes a general release in the form and at the
      time requested by Employer (the “Release”), Employee shall continue to be
      paid his monthly base salary for a period of six (6) months as severance
      pay following the date of termination payable in accordance with
      Employer’s normal payroll practices and commencing on the first payroll
      date of Employer following the expiration of the applicable statutory
      periods for considering and revoking the Release, determined without
      regard to when Employee executes the Release (the “Release Date”) and
      previously accrued, unused personal time off, as determined and limited
      under the Employer’s personal time off policy (“PTO”) paid in a single
      lump sum payment on the first payroll date of Employer following the
      Release Date.  The amounts paid shall be reduced by all amounts
      withheld and deducted pursuant to Section 20.  No benefits,
      bonuses, PTO, or other forms of compensation, except for the severance
      payments, will be paid to Employee or accrued for this six-month severance
      payment period.  If Employer offers to continue Employee’s
      employment on a non-contractual basis following the Employer’s non-renewal
      of this Agreement and Employee elects to continue his employment on that
      basis, Employee will not be entitled to the severance pay referred to in
      this Section 9.f.




g.
            Non-renewal
      of Agreement by Employee.  If Employee elects to resign
      prior to the expiration of the then current term of this Agreement
      pursuant to the terms of Section 8, Employee shall continue to render
      services, unless otherwise requested by Employer, through the last day of
      the current term of the Agreement.  If he complies with this
      requirement, he shall be paid his monthly base salary as provided in this
      Agreement up to the last day of employment plus any accrued, unused PTO
      and any annual incentive bonus or additional compensation that may have
      otherwise accrued during the current term of this
    Agreement.




Section
10.Additional
Termination Provisions.




a.
            Separation
      from Service.  Notwithstanding anything to the contrary
      in this Agreement, with respect to any amounts payable to Employee under
      this Agreement in connection with a termination of Employee’s employment
      that would be considered “non-qualified deferred compensation” under
      Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), in no
      event shall a termination of employment be considered to have occurred
      under this Agreement unless such termination constitutes Employee’s
      “separation from service” with Employer as such term is defined in
      Treasury Regulation Section 1.409A-1(h) and any successor provision
      thereto (“Separation from
      Service”).




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b.
            Section
      409A Compliance.  Notwithstanding anything contained in
      this Agreement to the Contrary, to the maximum extent permitted by
      applicable law, the severance payments payable to Employee pursuant to
      Section 9 shall be made in reliance upon Treasury Regulation Section
      1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury
      Regulation Section 1.409A-1(b)(4) (relating to short-term
      deferrals).  However, to the extent any such payments are
      treated as “non-qualified deferred compensation” subject to Section 409A
      of the Code, and if Employee is deemed at the time of his Separation from
      Service to be a “specified employee” for purposes of Section
      409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of
      any portion of the benefits to which Employee is entitled under this
      Agreement is required in order to avoid a prohibited payment under Section
      409A(a)(2)(B)(i) of the Code, such portion of Employee’s termination
      benefits shall not be provided to Employee prior to the earlier of
      (i) the expiration of the six-month period measured from the date of
      Employee’s Separation from Service or (ii) the date of Employee’s
      death.  Upon the earlier of such dates, all payments deferred
      pursuant to this Section 10.b. shall be paid in a lump sum to
      Employee.  The determination of whether Employee is a “specified
      employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the
      time of his Separation from Service shall made by Employer in accordance
      with the terms of Section 409A of the Code and applicable guidance
      thereunder (including without limitation Treasury Regulation Section
      1.409A-1(i) and any successor provision
  thereto).




Section
11.Section
409A; Separate Payments.  This Agreement is intended to be
written, administered, interpreted and construed in a manner such that no
payment or benefits provided under the Agreement become subject to (a) the
gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or
(b) the interest and additional tax set forth within Section 409A(a)(1)(B)
of the Code (collectively, “Section 409A
Penalties”), including, where appropriate, the construction of defined
terms to have meanings that would not cause the imposition of Section 409A
Penalties.  In no event shall Employer be required to provide a tax
gross-up payment to Employee or otherwise reimburse Employee with respect to
Section 409A Penalties.  For purposes of Section 409A of the Code
(including, without limitation, for purposes of Treasury Regulation Section
1.409A-2(b)(2)(iii)), each payment that Employee may be eligible to receive
under this Agreement shall be treated as a separate and distinct payment and
shall not collectively be treated as a single payment.




Section
12.In-kind
Benefits and Reimbursements.  Notwithstanding anything to the
contrary in this Agreement, in-kind benefits and reimbursements provided under
this Agreement during any tax year of Employee shall not affect in-kind benefits
or reimbursements to be provided in any other tax year of Employee and are not
subject to liquidation or exchange for another
benefit.  Notwithstanding anything to the contrary in this Agreement,
reimbursement requests must be timely submitted by employee and, if timely
submitted, reimbursement payments shall be made to Employee as soon as
administratively practicable following such submission, but in no event later
than the last day of Employee’s tax year following the taxable year in which the
expense was incurred.  This paragraph shall apply only to in-kind
benefits and reimbursements that would result in taxable compensation income to
Employee.




Section
13.Post
Employment Non-Compete.  As a material inducement for
receiving,  the trade secrets and confidential and proprietary
information described in Section 7 and other good and valuable consideration,
Employee agrees that during the term of his employment and for a period of
twelve (12) months after the separation date of Employee’s employment with
Employer, for whatever reason:




a.
            Employee
      shall not, directly or indirectly, without written approval of the CEO,
      solicit or induce, or attempt to solicit or induce, any current customer
      (defined as all customers of Employer within the 12 months preceding
      Employee’s separation of employment) or employee of Employer to alter,
      leave or cease their relationship with Employer, for any reason
      whatsoever,




b.
            In
      an executive, financial, sales, or operational capacity, Employee shall
      not, directly or indirectly, without written approval of the CEO, accept
      employment from or provide competitive services or assistance to any
      current customer of Employer with whom Employee has had any contact during
      his employment with Employer; and




c.
            Employee
      shall not solicit or attempt to solicit Employer’s current customers with
      whom Employee has had any contact during his employment with Employer to
      purchase services or products that are competitive with those marketed,
      offered for sale and/or under any stage of development by Employer as of
      the date of Employee’s separation from
Employer.




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Notwithstanding
the foregoing provisions, Employer shall not unreasonably restrict Employee’s
ability to serve on boards of directors of other companies.




Section
14.Indemnity.  Employer
shall indemnify Employee and hold Employee harmless for any acts or decisions
made by Employee in good faith and that were reasonably believed to be in the
best interest of Employer while performing services for
Employer.  Employer will use its reasonable best efforts, to maintain
Director and Officer insurance coverage in the amount of not less than
$1,000,000 for Employee under an insurance policy covering the officers and
directors of Employer against lawsuits.  Employer shall pay all
reasonable expenses, including attorney’s fees, actually and necessarily
incurred by Employee in connection with any appeal thereon, including the cost
of court settlements.  Notwithstanding the preceding sentence,
(i) the obligations of Employer shall be subject to the condition that the
Board shall not have determined based on advice from its legal counsel that
Employee would not be permitted to be indemnified under applicable law, and
(ii) the obligation of Employer to make an expense or fee advance pursuant
to this Section 14 shall be subject to the condition that, if, when and to
the extent that the Board determines that Employee would not be permitted to be
so indemnified under applicable law, Employer shall be entitled to be reimbursed
by Employee (who hereby agrees to reimburse Employer) for all such amounts
theretofore paid (it being understood and agreed that the foregoing agreement by
Employee shall be deemed to satisfy any requirement that Employee provide
Employer with an undertaking to repay any advancement of fees or expenses if it
is ultimately determined that Employee is not entitled to indemnification under
applicable law); provided, however, that if Employee has commenced or thereafter
commences legal proceedings in a court of competent jurisdiction to secure a
determination that Employee should be indemnified under applicable law, any
determination made by the Board that Employee would not be permitted to be
indemnified under applicable law shall not be binding and Employee shall not be
required to reimburse Employer for any expense advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or have lapsed).  This undertaking by
Employee to repay such expense advance shall be unsecured and
interest-free.




Section
15.Effect of
Partial Invalidity.  The
invalidity of any portion of this Agreement shall not affect the validity of any
other provision.  In the event that any provision of this Agreement is
held to be invalid, the parties agree that the remaining provisions shall remain
in full force and effect.




Section
16.Entire
Agreement.  This
Agreement contains the complete Agreement between the parties and shall
supersede all other agreements, either oral or written, between the
parties.  The parties stipulate that neither of them has made any
representations except as are specifically set forth in this Agreement and each
of the parties acknowledges that they have relied on their own judgment in
entering into this Agreement.




Section
17.Successors
and Assigns; Survival of Rights and Obligations.




a.
            Binding
      Agreement; Employee’s Personal Agreement.  This
      Agreement shall be binding upon and inure to the benefit of Employee’s and
      his heirs and legal representatives and Employer and its successors and
      assigns.  Employee’s rights and obligations under this Agreement
      are personal and may not be assigned or transferred in whole or in part by
      Employee (except that his rights may be transferred upon his death by
      will, trust, or the laws of
intestacy).




b.
            Employer’s
      Successor.  Employer
      will require any successor to all or substantially all of the business and
      assets of Employer (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that Employer would be
      required to perform it if no such succession had taken place; except that
      no such assumption and agreement will be required if the successor is
      bound by operation of law to perform this Agreement.  In this
      Agreement, “Employer” shall include any successor to Employer’s business
      and assets that assumes and agrees to perform this Agreement (either by
      agreement or by operation of law).




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c.
            Survival.  The
      respective rights and obligations of Employer and Employee under this
      Agreement (including Sections 7, 9, 10, 11, 13, 14 and 17) shall survive
      the expiration or termination of the Agreement to the extent necessary to
      give full effect to those rights and
  obligations.




Section
18.Notices.  All
notices, requests, demands, and other communications shall be in writing and
shall be given by registered or certified mail, postage prepaid, to the
addresses shown on the first page of this Agreement, or to such subsequent
addresses as the parties shall so designate in writing.




Section
19.Dispute
Resolution.




a.
            Arbitration.  The
      exclusive remedy or method of resolving all disputes or questions arising
      out of or relating to this Agreement (including its expiration or
      termination) or the expiration or termination of Employee’s employment
      hereunder (“Disputes”)
      shall be arbitration held in Dallas, Texas.  Nevertheless,
      although disputes or questions arising out of or relating to Sections 6, 7
      and 13 shall be subject to arbitration, Employer shall not be precluded
      from also seeking and obtaining injunctive relief from any court of proper
      jurisdiction to enforce or protect its rights under Sections 6, 7 and 13.
      Any arbitration may be requested or initiated by a party to the Dispute by
      written notice to the other party or parties to the Dispute specifying the
      subject of the requested arbitration and preparing the name of an
      arbitrator (“Arbitration
      Notice”).




b.
            Arbitrators.  Arbitration
      shall be before a single arbitrator agreed upon by Employer and Employee
      (collectively, the “Parties”).  If
      the Parties are unable to agree upon the selection of an arbitrator, then
      the Parties shall request that the American Arbitration Association in
      Dallas, Texas appoint an
arbitrator.




c.
            Award
      and Costs.  The
      arbitration proceeding shall be conducted in accordance with the
      Commercial Arbitration Rules of the American Arbitration
      Association.  The costs of arbitration (exclusive of the expense
      of a party to the Dispute in obtaining and presenting evidence and
      attending the arbitration and of the fees and expenses of legal counsel to
      a party to the dispute, all of which shall be borne by that party to the
      Dispute) shall be borne by Employer if Employee receives substantially the
      relief sought by him in the arbitration, whether by settlement, award, or
      judgment; otherwise, the costs shall be borne one-half by Employer and
      one-half by Employee.  The arbitration determination or award
      shall be final and conclusive on the parties to the Dispute, and judgment
      upon such award may be entered and enforced in any court of competent
      jurisdiction.




Section
20.Tax
Withholding.  Employer
shall be entitled to deduct and withhold from payments made under this Agreement
all amounts required to satisfy its withholding obligations with respect to
income, employment and any other applicable taxes.




Section
21.Limitation
on Payments.  Notwithstanding anything in this Agreement to the
contrary, if the total of the payments and benefits under this Agreement,
together with any other payments or benefits received by Employee from Employer,
will be an amount that would cause them to be a “parachute payment” within the
meaning of Section 280G(b)(2)(A) of the Code (the “Parachute Payment
Amount”), then such payments under this Agreement shall be reduced so
that the total amount thereof is $1 less than the Parachute Payment
Amount.




Section
22.Attorney’s
Fees.  If any
arbitration proceeding or any action for injunctive or declaratory relief is
brought to enforce or interpret the provisions of this Agreement, attorney’s
fees shall be borne by Employer if Employee is the prevailing party (or receives
substantially the relief sought by Employee), otherwise each party will be
responsible for its own attorney’s fees.




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Section
23.Additional
Obligations.  During
and after the term of this Agreement, Employee shall, upon reasonable notice
from Employer, furnish Employer with such information as may be in Employee’s
possession, and cooperate with Employer as may reasonably be requested by
Employer, in connection with any legal or governmental proceedings in which
Employer or any of its affiliates is or may become a party.  The
Company shall reimburse Employee for his reasonable expenses in fulfilling his
obligations under this Section 23 promptly, but in no event later than the last
day of the calendar year following the calendar year in which Employee incurs
the expense.




Section
24.Amendment.  Any
modification, amendment or change of this Agreement will be effective only if it
is in a writing signed by both parties.




Section
25.Governing
Law; Interpretation.  This
Agreement, and all transactions contemplated by this Agreement, shall be
governed by, construed, and enforced in accordance with the laws of the State of
Texas.  This Agreement shall be construed and interpreted by the Board
and such determination shall be final, binding and conclusive on all
parties.




Section
26.Headings.  The
titles to the Sections and the paragraphs of this Agreement are solely for the
convenience of the parties and shall not affect in any way the meaning or
interpretation of this Agreement.




IN
WITNESS WHEREOF, the parties have executed this Agreement on this 11th day of
December, 2009.




EMPLOYEE:
                    
                    EMPLOYER:RBC
      LIFE SCIENCES, INC./s/  Steven
      E. Brown
                    
                    By:
                    /s/
      John W. PriceSteven
      E. Brown
                    
                    
                    John
      W. PriceChief
      Executive Officer and
President




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