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                              EMPLOYMENT AGREEMENT

     This Employment Agreement (this "Agreement") is made by and between
[Holdco, Inc.], a Delaware corporation (the "Company"), and D. Scott Elder
("Employee") effective as of ________________, 2001 [closing date of
transaction] (the "Effective Date").

     WHEREAS, the Company is desirous of employing Employee in an executive
capacity on the terms and conditions, and for the consideration, hereinafter set
forth for the period provided herein commencing upon the Effective Date, and
Employee is desirous of employment with the Company on such terms and conditions
and for such consideration;

     NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and obligations contained herein, the Company and Employee agree as follows:

                                   ARTICLE I
                              EMPLOYMENT AND DUTIES

     Section 1.1 The Company agrees to employ Employee and Employee agrees to be
employed by the Company, subject to the terms and conditions of this Agreement,
beginning as of the Effective Date and continuing for the term hereof.

     Section 1.2 From and after the Effective Date, the Company shall employ
Employee in the position of Executive Vice President of the Company, or in such
other positions as the parties mutually may agree.

     Section 1.3 Employee agrees to serve in the position referred to in Section
1.2 hereof and to perform diligently and to the best of his abilities the duties
and services pertaining to such office as set forth in the Bylaws of the Company
in effect on the Effective Date, as well as such additional duties and services
appropriate to such office as the Board of Directors of the Company (the "Board
of Directors") may reasonably assign to Employee from time to time.

     Section 1.4 Employee shall maintain a full-time office at the Company's
Provo, Utah location.

     Section 1.5 Employee agrees, during the period of his employment by the
Company, to devote his full business time, energy and best efforts to the
business and affairs of the Company and its affiliates and not to engage,
directly or indirectly, in any other business or businesses, whether or not
similar to that of the Company, except with the prior written consent of the
Board of Directors. The foregoing notwithstanding, the parties recognize and
agree that Employee may engage in passive personal investments and charitable or
public service activities and serve on the board of directors of corporations to
the extent that such activities do not conflict with the business and affairs of
the Company or interfere with Employee's performance of his duties and
obligations hereunder.
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                                   ARTICLE II
                       TERM AND TERMINATION OF EMPLOYMENT

     Section 2.1 Unless sooner terminated pursuant to other provisions hereof,
the Company agrees to employ Employee for a three-year period beginning on the
Effective Date, and thereafter automatically extend the term of this Agreement
for successive one-year periods unless and until such time as either party shall
give written notice to the other at least 15 days prior to the expiration of the
then current term that no such automatic extension shall occur, in which event
Employee's employment shall terminate on the expiration of the then current
term.

     Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the
Company shall have the right to terminate Employee's employment under this
Agreement at any time in accordance with the following provisions:

          (a)  upon Employee's death;

          (b)  upon Employee's becoming incapacitated or disabled by accident,
     sickness or other circumstance which impairment (despite reasonable
     accommodation) renders him mentally or physically incapable of performing
     the duties and services required of him hereunder for a period of at least
     120 consecutive days or for a period of 180 business days during any
     12-month period;

          (c)  for cause, which for purposes of this Agreement shall mean each
     of the following:

               (i)  a material act or material acts of dishonesty or disloyalty
          by Employee adversely affecting the Company;

               (ii) Employee's breach of any of his obligations of this
          Agreement;

               (iii) Employee's gross negligence or willful misconduct in
          performance of the duties and services required of him pursuant to
          this Agreement; or

               (iv) Employee's conviction of a felony, or Employee's conviction
          of a misdemeanor involving moral turpitude.

          (d)  by "Constructive Termination," which for purposes of this
     Agreement shall mean each of the following:

               (i)  a material diminution of Employee's responsibilities,
          including, without limitation, title and reporting relationship;

               (ii) relocation of any Provo, Utah office of the Company without
          the consent of Employee; or

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               (iii) a material reduction in Employee's compensation and
          benefits received hereunder.

          (e)  in the sole discretion of the Board of Directors without cause;
     PROVIDED, HOWEVER, in such case the Company shall give 15 days prior
     written notice to Employee of its intention to terminate Employee's
     employment with the Company and shall continue to provide compensation to
     Employee in accordance with the terms set forth in Section 4.1(e) hereof.

     Section 2.3 Employee shall have the right to terminate his employment under
this Agreement at any time in accordance with the following provisions:

          (a)  a breach by the Company of any of its obligations under this
     Agreement which, if correctable, remains uncorrected for 30 days following
     written notice specifying such breach given by Employee to the Company; or

          (b)  in the sole discretion of Employee; PROVIDED, HOWEVER, in such
     case Employee shall give 15 days prior written notice to the Company of his
     intention to terminate his employment with the Company.

     Section 2.4 If the Company desires to terminate Employee's employment
hereunder as provided in Section 2.2 hereof or Employee desires to terminate
Employee's employment hereunder as provided in Section 2.3 hereof, it or he
shall do so by giving written notice to the other party that it or he has
elected to terminate Employee's employment hereunder and stating the effective
date and reason, if any, for such termination. In the event of such termination,
the provisions of Articles IV through IX hereof shall continue to apply in
accordance with their terms. Any question as to whether and when there has been
a termination of Employee's employment, and the cause of such termination, shall
be determined by the Board of Directors in its sole discretion.

                                  ARTICLE III
                            COMPENSATION AND BENEFITS

     Section 3.1 COMPENSATION. During the term of this Agreement, the Company
shall provide compensation to Employee in the following forms:

          (a)  BASE SALARY. Employee shall receive an annual base salary of
     $425,000, which amount shall be subject to annual review by the Board of
     Directors and/or the Compensation Committee of the Company for possible
     increases.

          (b)  BONUS. Employee shall participate in, and receive an annual bonus
     pursuant to, the Company's Officer Bonus Plan.

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          (c)  STOCK OPTIONS.

               (i)  Upon approval of the Company's Board of Directors, Employee
          will be granted options to purchase an aggregate of 550,000 shares of
          the Company's common stock at an exercise price equal to the per share
          Fair Market Value (as hereinafter defined) on the date of grant. The
          options to be granted to Employee shall be granted as nonqualified
          options. All options granted to Employee hereunder shall vest
          immediately upon a Change of Control (as hereinafter defined). The
          options will be granted pursuant to a stock option agreement to be
          executed by Employee and the Company as of the date hereof. The
          options will vest in four equal annual installments beginning one year
          from the date of this Agreement.

               (ii) In addition, Employee shall be eligible to receive future
          stock option grants, as determined by the Compensation Committee.

          (d)  MERGER TRANSITION AWARD. Employee shall receive a merger
     transition award consisting of cash and Company common stock over a period
     of time as follows:

               (i)  Employee shall be paid an aggregate of $600,000 in three
          equal annual installments beginning one year from the date of this
          Agreement.

               (ii) Employee shall be awarded restricted shares of Company
          common stock with an aggregate market value on the date of grant of
          $600,000, with restrictions which shall lapse as to one-third of such
          shares on the first, second and third anniversary date of this
          Agreement.

               (iii) In the event of a Change of Control (as hereinafter
          defined), any remaining amount of the cash award shall be paid in full
          and all remaining restrictions on the common stock shall lapse as of
          the date of the Change of Control; provided, however, that this
          subsection (iii) shall not apply to a Change of Control resulting from
          action by the directors or management of the Company or their
          affiliates.

     Section 3.2 BENEFITS. During the term of this Agreement, Employee shall be
afforded the following benefits as incidences of his employment:

          (a)  BUSINESS AND ENTERTAINMENT EXPENSES. Subject to the Company's
     standard policies and procedures with respect to expense reimbursement as
     applied to its executive employees generally, the Company will reimburse
     Employee for, or pay on behalf of Employee, reasonable and appropriate
     expenses incurred by Employee for business related purposes, including dues
     and fees to approved industry and professional organizations, and
     reasonable costs of entertainment incurred in connection with business
     development.

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          (b)  CLUB MEMBERSHIP. The Company shall reimburse Employee for
     membership dues at social or country clubs designated by Employee as
     mutually agreed by the Company and Employee.

          (c)  OTHER. Employee and, to the extent applicable, Employee's family,
     dependents and beneficiaries, shall be allowed to participate in all
     benefits, plans and programs, including improvements or modifications of
     the same, which are now, or may hereafter be, available to executive
     employees of the Company generally. Such benefits, plans and programs may
     include, without limitation, a profit sharing plan, a thrift plan, a health
     insurance or health care plan, life insurance, disability insurance or a
     pension plan. The Company shall not, however, by reason of this paragraph
     be obligated to institute, maintain, or refrain from changing, amending or
     discontinuing, any such benefit plan or program, so long as such changes
     are similarly applicable to executive employees of the Company generally.

     Section 3.3 PAYROLL. Employee shall receive all compensation pursuant to
this Agreement in accordance with the Company's Houston, Texas customary payroll
practices with respect to time and manner of payment.

                                   ARTICLE IV
                      EFFECT OF TERMINATION ON COMPENSATION

     Section 4.1 BY THE COMPANY.

          (a)  TERMINATION UPON DEATH. In the event of Employee's death during
     the term of this Agreement, this Agreement will terminate upon the first
     day of the month following the Employee's date of death, and all of
     Employee's rights and benefits provided for in this Agreement will
     terminate as of such date; PROVIDED, HOWEVER, that Employee's estate will
     be paid Employee's annual salary and pro rata bonus through the date of
     death for a period of six months after such death occurs and, PROVIDED,
     FURTHER, all stock options referenced in Section 3.1(c) and restricted
     stock referenced in Section 3.1(d)(ii) shall vest on Employee's death, and
     Employee's estate may exercise such options for a period of one year from
     the date of termination and, PROVIDED FURTHER, the cash payment referenced
     in Section 3.1(d)(i) shall be paid in full within three months after such
     death occurs.

          (b)  TERMINATION UPON DISABILITY. If Employee's employment hereunder
     is terminated by the Company pursuant to Section 2.2(b) hereof prior to the
     expiration of the then current term, all of Employee's rights and benefits
     provided for in this Agreement will terminate as of such date; PROVIDED,
     HOWEVER, that Employee will be paid Employee's annual salary and pro rata
     bonus through the date of termination for a period of six months after such
     termination occurs and, PROVIDED, FURTHER, that Employee all stock options
     referenced in Section 3.1(c) and restricted stock referenced in Section
     3.1(d)(ii) shall vest effective as of the termination date, and Employee
     may exercise such options for a period of one year from the date of
     termination and, PROVIDED FURTHER, the

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     cash payment referenced in Section 3.1(d)(i) shall be paid in full within
     six months after such termination occurs.

          (c)  TERMINATION FOR CAUSE. Employer shall be entitled to terminate
     Employee's employment at any time for cause, as defined by Section 2.2(c).
     In the event of termination for cause, all of Employee's rights and
     benefits provided for in this Agreement shall terminate, except as to any
     accrued and unpaid base salary provided for in Section 3.1(a).

          (d)  TERMINATION AFTER CHANGE OF CONTROL. Except as set forth in
     Section 3.1(d)(ii), if, within 24 months following a Change of Control (as
     hereinafter defined), the Company or its successor terminates Employee's
     employment without cause or by Constructive Termination, Employee will be
     paid, in a lump sum payment, an amount equal to two times the sum of (i)
     his annual salary for the year in which such termination occurs and (ii)
     the greater of (A) the target bonuses for each of the four quarters in the
     year in which such termination occurs and (B) the actual bonus earned by
     Employee for the four fiscal quarters immediately preceding such
     termination. All unvested stock options referenced in Section 3.1(c)(ii)
     shall vest effective as of the date of termination and Employee may
     exercise such options for a period of 90 days from the date of termination.
     Employee shall receive his accrued and unpaid salary and any accrued and
     unpaid pro rata bonus through the date of termination, and Employee will
     continue to participate in any benefits referenced in Section 3.2(c) for a
     period of two years from the date of termination; PROVIDED, HOWEVER, to the
     extent that any benefit under Section 3.2(c) cannot be continued during a
     period when Employee is not an employee of the Company, the Company shall
     pay Employee an amount in cash equal to the economic value of such benefit,
     such value to be determined as of the time of termination.

          In the event that Employee is deemed to have received an excess
     parachute payment (as such term is defined in Section 280G(b) of the
     Internal Revenue Code of 1986, as amended (the "Code")) which is subject to
     excise taxes ("Excise Taxes") imposed by Section 4999 of the Code with
     respect to compensation paid to Employee pursuant to this Agreement, the
     Company shall make a Bonus Payment (as defined below) to Employee when
     Employee receives any excess parachute payments. "Bonus Payment" means a
     cash payment equal to the sum of (i) all Excise Taxes payable by Employee
     plus (ii) any additional Excise Tax or federal or state income taxes
     imposed with respect to the Bonus Payment.

     "Change of Control" means the happening of any of the following events:

          (i)  The acquisition by any individual, entity or group (within the
     meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
     1934, as amended (the "Exchange Act")) (a "Person"), of beneficial
     ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
     Act) of 50% or more of either (A) the then outstanding shares of common
     stock of the Company or (B) the combined voting power of the then
     outstanding voting securities of the Company entitled to vote generally in
     the election of directors; provided, however, that the following
     acquisitions shall not constitute a Change of Control under this subsection
     (i): (x) any acquisition directly from

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     the Company (excluding an acquisition by virtue of the exercise of a
     conversion privilege), (y) any acquisition by the Company, or (z) any
     acquisition by any employee benefit plan (or related trust) sponsored or
     maintained by the Company or any corporation controlled by the Company; or

          (ii) Individuals who, as of the effective date hereof, constitute the
     Board of Directors (the "Incumbent Board") cease for any reason to
     constitute at least a majority of the Board; provided, however, that any
     individual becoming a director subsequent to the effective date hereof
     whose election, or nomination for election by the Company's stockholders,
     was approved by a vote of at least a majority of the directors then
     comprising the Incumbent Board shall be considered as though such
     individual were a member of the Incumbent Board, but excluding, for this
     purpose, any such individual whose initial assumption of office occurs as a
     result of either an actual or threatened election contest (as such terms
     are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
     Act) or other actual or threatened solicitation of proxies or consents by
     or on behalf of a Person other than the Board; or

          (iii) Approval by the stockholders of the Company of a complete
     liquidation or dissolution of the Company or the sale or other disposition
     of all or substantially all of the assets of the Company.

          (e)  OTHER EVENTS UPON TERMINATION. If Employee's employment hereunder
     shall be terminated by the Company without cause or by Constructive
     Termination other than within 24 months following a Change of Control,
     Employee shall receive in accordance with the Company's then current
     payroll practices an amount equal to the sum of (i) Employee's annual base
     salary for the year in which such termination occurs and (ii) the greater
     of (A) the target bonuses for each of the four quarters in the year in
     which such termination occurs and (B) the actual bonus earned by Employee
     for the four fiscal quarters immediately preceding such termination,
     payable for a period of time equal to the longer of (i) two years and (ii)
     the period of time remaining under the then current term of this Agreement
     (such longer period, the "Severance Period"). Employee shall receive his
     accrued and unpaid salary and any accrued and unpaid pro rata bonus through
     the date of termination, and Employee will continue to participate in any
     benefits referenced in Section 3.2(c) for the Severance Period; PROVIDED,
     HOWEVER, to the extent that any benefit under Section 3.2(c) cannot be
     continued during a period when Employee is not an employee of the Company,
     the Company shall pay Employee an amount in cash equal to the economic
     value of such benefit, such value to be determined as of the time of
     termination. In addition, all stock options referenced in Section 3.1(c)
     and restricted stock referenced in Section 3.1(d)(ii) shall vest effective
     as of the date of termination, and Employee may exercise such options for a
     period of three months from the date of termination and PROVIDED, FURTHER,
     the cash payment referenced in Section 3.1(d)(i) shall be paid in full upon
     the date of termination.

     Section 4.2 BY EMPLOYEE.

          (a)  BREACH OF AGREEMENT BY COMPANY. If Employee's employment
     hereunder shall be terminated by Employee pursuant to the provisions set
     forth in Section 2.3(a)

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     hereof prior to the expiration of the then current term of this Agreement,
     Employee shall receive in accordance with the Company's then current
     payroll practices an amount equal to the sum of (i) Employee's annual base
     salary for the year in which such termination occurs and (ii) the greater
     of (A) the target bonuses for each of the four quarters in the year in
     which such termination occurs and (B) the actual bonus earned by Employee
     for the four fiscal quarters immediately preceding such termination,
     payable for a period of time equal to the longer of (i) two years and (ii)
     the period of time remaining under the then current term of this Agreement.
     Employee shall receive his accrued and unpaid salary and any accrued and
     unpaid pro rata bonus through the date of termination, and Employee will
     continue to participate in any benefits referenced in Section 3.2(c) for
     the Severance Period; PROVIDED, HOWEVER, to the extent that any benefit
     under Section 3.2(c) cannot be continued during a period when Employee is
     not an employee of the Company, the Company shall pay Employee an amount in
     cash equal to the economic value of such benefit, such value to be
     determined as of the time of termination. In addition, all stock options
     referenced in Section 3.1(c) and restricted stock referenced in Section
     3.1(d)(ii) shall vest effective as of the date of termination, and Employee
     may exercise such options for a period of three months from the date of
     termination and PROVIDED, FURTHER, the cash payment referenced in Section
     3.1(d)(i) shall be paid in full upon the date of termination.

          (b)  VOLUNTARY RESIGNATION. If Employee's employment hereunder shall
     be terminated by Employee pursuant to the provisions set forth in Section
     2.3(b) hereof prior to the expiration of the then current term, then, upon
     such termination, subject to COBRA, all compensation and all benefits to
     Employee hereunder shall terminate contemporaneously with the termination
     of such employment; PROVIDED, HOWEVER, Employee shall not receive a bonus
     for the year during which Employee's employment terminated or any
     subsequent year.

                                   ARTICLE V
                            CONFIDENTIAL INFORMATION

     Section 5.1 COMPANY INFORMATION. Employee acknowledges that the Company's
business is highly competitive and that the Company's books, records and
documents, technical information concerning its products, equipment, services
and processes, procurement procedures and pricing techniques and the names of
and other information (e.g., credit and financial data) concerning the Company's
customers and business associates all comprise confidential business information
and trade secrets of the Company (collectively, "Confidential Information")
which are valuable, special, and unique assets of the Company which the Company
uses in its business to obtain a competitive advantage over the Company's
competitors which do not know or use this information. Employee further
acknowledges that protection of the Confidential Information against
unauthorized disclosure and use is of critical importance to the Company in
maintaining its competitive position. Accordingly, Employee hereby agrees that
he will not, at any time during or after his employment by the Company, make any
unauthorized disclosure of any Confidential Information or make any use thereof,
except for the benefit of, and on behalf of, the Company. For the purposes of
this Article 5, the term "Company" shall also include affiliates of the Company.

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     Section 5.2 THIRD PARTY INFORMATION. Employee acknowledges that, as a
result of his employment by the Company, he may from time to time have access
to, or knowledge of, confidential business information or trade secrets of third
parties, such as customers, suppliers, partners, joint venturers, and the like,
of the Company. Employee agrees to preserve and protect the confidentiality of
such third-party confidential information and trade secrets to the same extent,
and on the same basis, as the Confidential Information.

     Section 5.3 RETURN OF DOCUMENTS. All written materials, records and other
documents made by, or coming into the possession of, Employee during the period
of his employment by the Company which contain or disclose the Confidential
Information shall be and remain the property of the Company. Upon request, and
in any event upon termination of Employee's employment by the Company, for any
reason, he promptly shall deliver the same, and all copies, derivatives and
extracts thereof, to the Company.

                                   ARTICLE VI
                     INVENTIONS, DISCOVERIES AND COPYRIGHTS

     Section 6.1 INVENTIONS AND DISCOVERIES. Employee agrees promptly and freely
to disclose to the Company, in writing, any and all ideas, conceptions,
inventions, improvements, and discoveries, whether patentable or not, which are
conceived or made by Employee, solely or jointly with another, during the period
of his employment by the Company and which are related to the business or
activities of the Company. Employee agrees to assign and hereby does assign to
the Company all his interest in such ideas, conceptions, inventions,
improvements, and discoveries. Employee agrees that, whenever requested to do so
by the Company, he shall assist in the preparation of any document that the
Company shall deem necessary and shall execute any and all applications,
assignments or other instruments that the Company shall deem necessary, in its
sole discretion, to apply for and obtain protection, including patent
protection, for such ideas, conceptions, inventions, improvements and
discoveries in all countries of the world. The obligations in the preceding
sentence shall continue beyond the termination of Employee's employment
regardless of the reason for such termination.

     Section 6.2 COPYRIGHTS. If during Employee's employment by the Company,
Employee creates any original work of authorship (each, a "Work") fixed in any
tangible medium of expression which is the subject matter of copyright (e.g.,
written presentations, computer programs, videotapes, drawings, maps, models,
manuals or brochures) relating to the Company's business, products, or services,
whether a Work is created solely by Employee or jointly with others, the Company
shall be deemed the author of a Work if the Work is prepared by Employee in the
scope of his employment; or, if the Work is not prepared by Employee within the
scope of his employment but is specially ordered by the Company as a
contribution to a collective work, as a part of a motion picture or other
audiovisual work, as a translation, as a supplementary work, as a compilation or
as an instructional text, then the Work shall be considered to be a work made
for hire and the Company shall be the author of the Work. In the event a Work is
not prepared by Employee within the scope of his employment or is not a Work
specially ordered and deemed to be a work made for hire, then Employee hereby
agrees to assign, and by these presents, does assign, to the Company all of
Employee's worldwide right,

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title and interest in and to such Work and all rights of copyright therein. Both
during the period of Employee's employment by the Company and thereafter,
Employee agrees to assist the Company and its nominee, at any time, in the
protection of the Company's worldwide right, title and interest in and to the
work and all rights of copyright therein, including but not limited to, the
execution of all formal assignment documents requested by the Company or its
nominee and the execution of all lawful oaths and applications for registration
of copyright in the United States and foreign countries.

     Section 6.3 Employee represents that he has not heretofore made any
invention or discovery or prepared any work which is the subject matter of
copyright related to the Company's business which he wishes to exclude from the
provisions of Section 6.1 and Section 6.2 hereof. As used in this Article VI,
the "Company" shall include affiliates of the Company.

                                  ARTICLE VII
                                 NON-COMPETITION

     Section 7.1 The restrictive covenants contained in this Article VII and in
Article VIII hereof are supported by consideration to Employee hereunder. As a
material incentive for the Company to enter into this Agreement, Employee hereby
agrees that he will not at any time during his employment by the Company and for
a period commencing on the date of termination of his employment and continuing
until the expiration of 24 months (the "Non-Competition Period"), directly or
indirectly, for himself or for others, in any state of the United States, or in
any foreign country where the Company or any of its affiliates is then
conducting any business:

          (a)  engage in any business that is directly competitive with
     activities conducted by the Company (or any of the Company's subsidiaries
     or divisions), which activities conducted by the Company (or any of the
     Company's subsidiaries or divisions) represent in the aggregate greater
     than 25% of the Company's proforma consolidated revenues in 2000;

          (b)  render advice or services to, or otherwise assist, any other
     person or entity who is engaged, directly or indirectly, in any business
     that is directly competitive with activities conducted by the Company (or
     any of the Company's subsidiaries or divisions), which activities conducted
     by the Company (or any of the Company's subsidiaries or divisions)
     represent in the aggregate greater than 25% of the Company's proforma
     consolidated revenues in 2000; or

          (c)  transact any business in any manner pertaining to suppliers or
     customers of the Company or any affiliate which, in any manner, would have,
     or is likely to have, an adverse effect upon the Company or any affiliate.

     The foregoing shall not prohibit Employee's continued participation in
those activities in which he is engaged on the date hereof and which have been
disclosed to the Company.

     Notwithstanding the foregoing, in the event of termination of this
Agreement pursuant to Section 4.1(d), 4.1(e) or 4.2(a), the prohibitions of this
Article VII shall no longer apply at such

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time as Employee waives his right to receive any further payments under Section
4.1(d), 4.1(e) or 4.2(a), as the case may be.

     Section 7.2 Employee understands that the foregoing restrictions may limit
his ability to engage in a business similar to the Company's business in
specific areas of the world for the Non-Competition Period, but acknowledges
that he will receive sufficiently high remuneration and other benefits from the
Company hereunder to justify such restriction. In addition to any remedies
provided under applicable law, the Company and Employee agree that during the
period the Company is paying compensation and benefits to Employee pursuant to
Articles III or IV hereof, the Company's remedy for breach of the provisions of
this Article VII shall include, but shall not be limited to, the termination of
all compensation and all benefits to Employee otherwise provided under this
Agreement.

     Section 7.3 It is expressly understood and agreed that the Company and
Employee consider the restrictions contained in Section 7.1 hereof to be
reasonable and necessary for the purposes of preserving and protecting the good
will and proprietary information of the Company, nevertheless, if any of the
aforesaid restrictions is found by a court having jurisdiction to be
unreasonable, over broad as to geographic area or time or otherwise
unenforceable, the parties intend for the restrictions therein set forth to be
modified by such court so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.

                                  ARTICLE VIII
                            SOLICITATION OF EMPLOYEES

     During the term of his employment by the Company and thereafter for the
Non-Competition Period, Employee shall not, on his own behalf or on behalf of
any other person, partnership, entity, association, or corporation, hire or seek
to hire any non-clerical or non-secretarial employee of the Company or in any
other manner attempt directly or indirectly to influence, induce, or encourage
any non-clerical or non-secretarial employee of the Company to leave the
employment of the Company, nor shall he use or disclose to any person,
partnership, entity, association, or corporation any information concerning the
names, addresses or personal telephone numbers of any employees of the Company.

                                   ARTICLE IX
                                  MISCELLANEOUS

     Section 9.1 Notices. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when personally delivered or when mailed by United States
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:

     If to the Company to:    [Holdco, Inc.]

                              ----------------------------

                              ----------------------------
                              Attention: Chairman of the Compensation Committee

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     If to Employee to:       D. Scott Elder

                              ----------------------------

                              ----------------------------

or to such other address as either party may furnish to the other in writing in
accordance herewith, except that notices of changes of address shall be
effective only upon receipt.

     Section 9.2 APPLICABLE LAW, JURISDICTION AND VENUE. This Agreement is
entered into under, and shall be governed for all purposes by, the laws of the
State of Texas. Any suit by the Company to enforce any right hereunder or to
obtain a declaration of any right or obligation hereunder may, at the sole
option of the Company, be brought (i) in any court of competent jurisdiction in
the State of Texas or (ii) in any court of competent jurisdiction where
jurisdiction may be had over Employee. Employee hereby expressly consents to the
jurisdiction of the foregoing courts for such purposes and to the appointment of
the Secretary of State for the State of Texas as his agent for service of
process.

     Section 9.3 NO WAIVER. No failure by either party hereto at any time to
give notice of any breach by the other party of, or to require compliance with,
any condition or provision of this Agreement shall (i) be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time or (ii) preclude insistence upon strict compliance in the
future.

     Section 9.4 SEVERABILITY. If a court of competent jurisdiction determines
that any provision of this Agreement is invalid or unenforceable, then the
invalidity or unenforceability of that provision shall not affect the validity
or enforceability of any other provision of this Agreement, and all other
provisions shall remain in full force and effect.

     Section 9.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.

     Section 9.6 WITHHOLDING OF TAXES. The Company may withhold from any
benefits payable under this Agreement all federal, state, city or other taxes as
may be required pursuant to any law or governmental regulation or ruling.

     Section 9.7 HEADINGS. The paragraph headings have been inserted for
purposes of convenience and shall not be used for interpretive purposes.

     Section 9.8 AFFILIATE. As used in this Agreement, "affiliate" shall mean
any person or entity which directly or indirectly through one or more
intermediaries owns or controls, is owned or controlled by, or is under common
ownership or control with, the Company.

     Section 9.9 ASSIGNMENT. This Agreement, and the rights and obligations of
the parties hereunder, are personal and neither this Agreement, nor any right,
benefit or obligation of either party hereto, shall be subject to voluntary or
involuntary assignment, alienation or transfer, whether by operation of law or
otherwise, without the prior written consent of the other party

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<PAGE>

except that vested rights to payment shall be subject to devise, and shall
descend in accordance with applicable laws of inheritance.

     Section 9.10 LEGAL FEES. If, prior to a Change of Control, either party
institutes any legal action to enforce his or its rights under, or to recover
damages for breach of this Agreement, the Company shall pay up to an aggregate
of $10,000 of Employee's actual expenses incurred in pursuit or defense of such
legal action.

     If, following a Change of Control, either party institutes any legal action
to enforce his or its rights under, or to recover damages for breach of this
Agreement, the "prevailing party" in such action shall be entitled to recover
from the other party any actual expenses for attorney's fees and disbursements
incurred by him or it. For these purposes, a party shall be considered a
"prevailing party" if and only if the parties agree to such characterization of
a party as a "prevailing party" or a final order of a court specifically recites
that such party is a "prevailing party."

     Section 9.11 TERM. This Agreement has a term co-extensive with the term of
employment as defined in Section 2.1 hereof. Termination of this Agreement
pursuant to the provisions of Section 2.1 hereof shall not affect any right or
obligation of either party hereto which is accrued or vested prior to or upon
such termination or the rights and set forth in Articles IV, V, VI and VII
hereof.

     Section 9.12 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, and contains
all the covenants, promises, representations, warranties and agreements between
the parties with respect to employment of Employee by the Company. Each party to
this Agreement acknowledges that no representation, inducement, promise or
agreement, oral or written, has been made by either party, or by anyone acting
on behalf of either party, which is not embodied herein, and that no agreement,
statement, or promise relating to the employment of Employee by the Company,
which is not contained in this Agreement, shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing and
signed by the party to be charged.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the Effective Date.


                                        [HOLDCO, INC.]

                                        By:
                                           ----------------------------
                                        Name:
                                             --------------------------
                                        Title:
                                              -------------------------


                                         ------------------------------
                                         D. Scott Elder

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