Employment Agreement


     

    INTREPID
      HOLDINGS, INC.

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


     

    This
      Executive Employment Agreement (the “Agreement”) is entered into as of December
      19, 2006, by and between Intrepid Holdings, Inc, a Nevada Corporation (the
      “Company”) and Toney E. Means (“Executive”).

     

    1. Duties
      and Scope of Employment.

    


    (a) Positions
      and Duties.
      As of
      the date of approval of this Agreement by the Board of Directors (the “Board”)
      of the Company, (the “Effective Date”), Executive will serve as the President of
      the Company and the Company’s wholly owned subsidiaries, My Healthy Access,
      Inc., Rx Fulfillment Services, Inc., Intrepid Systems, Inc., My Discount Health
      Plan, Inc., My Healthy Access Providers, PLLC and My Urban Clinic, Inc. As
      President of each Company Executive will report to the CEO of Intrepid Holdings,
      Inc. As of the Effective Date, Executive will render such business and
      professional services in the performance of his duties, consistent with
      Executive’s position within the Company, as will reasonably be assigned to him
      by the Board. The period Executive is employed by the Company under this
      Agreement is referred to herein as the “Employment Term”.

     

    (b) Board
      Membership.
      As of
      the Effective Date, Executive shall also serve as a Director of the Board.
      At
      each annual meeting of the Company’s stockholders during the Employment Term,
      the Company will nominate Executive to serve as a member of the Board.
      Executive’s service as a member of the Board will be subject to any required
      stockholder approval. Upon the termination of Executive’s employment for any
      reason, unless otherwise requested by the Board, Executive will be deemed to
      have resigned from the Board (and all other positions held at the Company and
      its affiliates voluntarily, without any further required action by Executive,
      as
      of the end of Executive’s employment and Executive, at the Board’s request, will
      execute any documents necessary to reflect his resignation. 

     

    (c) Obligations.
      During
      the Employment Term, Executive will devote Executive’s full business efforts and
      time to the Company and will use good faith efforts to discharge Executive’s
      obligations under this Agreement to the best of Executive’s ability and in
      accordance with each of the Company’s corporate guidance and ethics guidelines,
      conflict of interests policies and code of conduct. For the duration of the
      Employment Term, Executive agrees not to actively engage in any other
      employment, occupation, or consulting activity for any direct or indirect
      remuneration without the prior approval of the Board (which approval will not
      be
      unreasonably withheld); provided, however, that Executive may, without the
      approval of the Board, serve in any capacity with any civic, educational, or
      charitable organization, provided such services do not interfere with
      Executive’s obligations to Company. Notwithstanding the foregoing, Executive
      expects to serve as a member of the Board of Directors of not more than three
      (3) corporations of his choice and such service will not constitute a violation
      of this section 1(c), provided such services do not interfere with Executive’s
      obligations to the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

           (i) Executive
      hereby represents and warrants to the Company that Executive is not party to
      any
      contract, understanding, agreement or policy, written or otherwise, that would
      be breached by Executive’s entering into, or performing services under, this
      Agreement. Executive further represents that he has disclosed to the Company
      in
      writing all threatened, pending, or actual claims that are unresolved and still
      outstanding as of the Effective Date, in each case, against Executive of which
      he is aware, if any, as a result of his membership on any boards of directors.
      

     

    (d) Other
      Entities.
      Executive agrees to serve and will be appointed, without additional
      compensation, as an officer and director for each of the Company’s subsidiaries,
      partnerships, joint ventures, limited liability companies and other affiliates,
      including entities in which the Company has a significant investment as
      determined by the Company. As used in this Agreement, the term “affiliates” will
      include any entity controlled by, controlling, or under common control of the
      Company.

     

    2. At-Will
      Employment.
      Executive and the Company agree that Executive’s employment with the Company
      constitutes “at-will” employment. Executive and the Company acknowledge that
      this employment relationship may be terminated at any time, upon written notice
      to the other party, with or without good cause or for any or no cause, at the
      option either of the Company or Executive. However, as described in this
      Agreement, Executive may be entitled to severance benefits depending upon the
      circumstances of Executive’s termination of employment. 

     

    3. Compensation.

     

    (a) Base
      Salary.
      For the
      period beginning on the Effective Date and ending December 31, 2006, the Company
      will pay Executive an annual salary of $110,000 as compensation for his services
      (such annual salary, as is then effective, to be referred to herein as “Base
      Salary”). Thereafter, Executive’s Base Salary shall be increased to $204,000 per
      annum. The Base Salary will be paid periodically in accordance with the
      Company’s normal payroll practices and be subject to the usual, required
      withholdings. 

     

    (b) Interim
      Period Bonus; Annual Incentive.
      Executive will be eligible to receive annual cash incentives payable for the
      achievement of performance goals established by the Board or by the Compensation
      Committee of the Board (the “Committee”). During the Employment Term,
Executive’s
      target annual incentive (“Target Annual Incentive”) will be not less than 25% of
      Base Salary, with a maximum potential opportunity of 200% of Base Salary. The
      actual earned annual cash incentive, if any, payable to Executive for any
      performance period will depend upon the extent to which the applicable
      performance goal(s) specified by the Committee are achieved or exceeded and
      will
      be adjusted for under- or over-performance. 

     

    (c) Stock
      Options.
      

     

    (i) On
      the
      Effective Date, Executive will be granted nonstatutory stock options to purchase
      up to 1,000,000 shares of Company common stock at a per share exercise price
      equal to the last sale price displayed by the OTC Bulletin Board for the common
      stock of the Company on the Effective Date (the “Option Grant”). The Option
      Grant will be granted under and subject to the terms, definitions and provisions
      of the Company’s 2005 Stock Plan for Directors, 


    
      
         

      

      
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    Officers
      and Consultants (the “Plan”) and will be scheduled to vest at a rate of 33% on
      each anniversary of the grant over three (3) years assuming Executive’s
      continued employment with the Company on each scheduled vesting date. Except
      as
      provided in this Agreement, the Option Grant will be subject to the Company’s
      standard terms and conditions for options granted under the Plan. The Company
      must hold a reserve and/or take the appropriate action to make adjustments
      to
      the Plan to provide for Executive’s options.

     

    (ii) On
      the
      Effective Date, Executive will be granted 250,000 shares of restricted stock
      (the “Restricted Stock Grant”). The Restricted Stock Grant will be granted under
      and subject to the terms, definitions and provisions of the Company’s Plan, and
      will vest at the rate of 50 % immediately and 25% at 6 months from October
      18,
      2006 and 25% 12 months from October 2006 assuming Executive’s continued
      employment with the Company on each scheduled vesting date. Except as provided
      in this Agreement, the Restricted Stock Grant will be subject to the Company’s
      standard terms and conditions for restricted stock granted under the
      Plan.
      

     

    (iii) The
      Company will use its commercially reasonable best efforts to register all shares
      covered by the Option Grant, and the Restricted Stock Grant on Form S-8 as
      soon
      as administratively practicable following the Effective Date.

     

    4. Employee
      Benefits.
      

     

    (a) Generally.
      Executive will be eligible to participate in accordance with the terms of all
      Company employee benefit plans, policies and arrangements that are applicable
      to
      other executive officers of the Company, as such plans, policies and
      arrangements may exist from time to time. 

     

    (b) Vacation.
      Executive will be entitled to receive paid annual vacation in accordance with
      Company policy for other senior executive officers. In no event will Executive
      receive less than four (4) weeks of paid vacation time per calendar
      year.

     

    5. Expenses.
      The
      Company will reimburse Executive for reasonable travel, entertainment and other
      expenses incurred by Executive in the furtherance of the performance of
      Executive’s duties hereunder, in accordance with the Company’s expense
      reimbursement policy as in effect from time to time.

     

    6. Termination
      of Employment.
      In the
      event Executive’s employment with the Company terminates for any reason,
      Executive will be entitled to any (a) unpaid Base Salary accrued up to the
      effective date of termination; (b) unpaid, but earned and accrued annual
      incentive for any completed fiscal year as of his termination of employment;
      (c) pay for accrued but unused vacation; (d) benefits or compensation
      as provided under the terms of any employee benefit and compensation agreements
      or plans applicable to Executive (e) unreimbursed business expenses
      required to be reimbursed to Executive, and (f) rights to indemnification
      Executive may have under the Company’s Articles of Incorporation, Bylaws, the
      Agreement, or separate indemnification agreement, as applicable. In addition,
      if
      the termination is by the Company without Cause or Executive resigns for Good
      Reason, Executive will be entitled to the amounts and benefits specified in
      Section 7.


    
      
         

      

      
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    7. Severance.

     

    (a) Termination
      Without Cause or Resignation for Good Reason other than in Connection with
      a
      Change of Control.
      If
      Executive’s employment is terminated by the Company without Cause or if
      Executive resigns for Good Reason, and such termination is not in Connection
      with a Change of Control, then, subject to Section 8, Executive will
      receive: (i) continued payment of the aggregate of Executive’s Base Salary plus
      the Target Annual Incentive for the year in which the termination occurs (less
      applicable tax withholdings) for twelve (12) months, such amounts to be paid
      out
      bi-weekly in accordance with the Company’s normal payroll policies; (ii) [full]
      vesting with respect to Executive’s then outstanding, unvested equity awards
      (other than any awards that vest based on performance), and
      (iii) reimbursement
      for premiums paid for continued health benefits for Executive (and any eligible
      dependents) under the Company’s health plans until the earlier of (i) twelve
      (12) months, payable when such premiums are due (provided Executive validly
      elects to continue coverage under the Consolidated Omnibus Budget Reconciliation
      Act (“COBRA”), or (ii)  the date upon which Executive and Executive’s
      eligible dependents become covered under similar plans.

     

    (b) Termination
      Without Cause or Resignation for Good Reason in Connection with a Change of
      Control.
      If
      Executive’s employment is terminated by the Company without Cause or by
      Executive for Good Reason, and the termination is in Connection with a Change
      of
      Control, then, subject to Section 8, Executive will receive: (i) continued
      payment of the aggregate of Executives’ Base Salary plus the Target Annual
      Incentive for the year in which the termination occurs (less applicable tax
      withholdings), for twenty-four (24) months, such amounts to be paid out
      bi-weekly in accordance with the Company’s normal payroll policies; (ii) [full]
      vesting with respect to Executive’s then outstanding unvested equity awards
      (other than any awards that vest based on performance), and (iii) reimbursement
      for premiums paid for continued health benefits for Executive (and any eligible
      dependents) under the Company’s health plans until the earlier of (i)
      twenty-four (24) months, payable when such premiums are due (provided Executive
      validly elects to continue coverage under COBRA), or (ii)  the date upon
      which Executive and Executive’s eligible dependents become covered under similar
      plans.

     

    (c) Additional
      Severance Payment.
      If
      Executive’s employment is terminated under Section 7(a) or 7(b) of this
      Agreement, then Executive will be entitled to an additional severance payment
      of
      $1,000,000 if within the first 12 months, $667,000 if within the second 12
      months, and $334,000 if within the third 12 months of this Agreement
      respectively. 

     

    (d) Voluntary
      Termination Without Good Reason or Termination for Cause.
      If
      Executive’s employment is terminated voluntarily without Good Reason or is
      terminated for Cause by the Company, then, except as provided in Section 6,
      (i) all further vesting of Executive’s outstanding equity awards will
      terminate immediately; (ii) all payments of compensation by the Company to
      Executive hereunder will terminate immediately, and (iii) Executive will be
      eligible for severance benefits only in accordance with the Company’s then
      established plans.

     

    8. Conditions
      to Receipt of Severance; No Duty to Mitigate.
      

     

    (a) Separation
      Agreement and Release of Claims.
      The
      receipt of any severance or other benefits pursuant to Section 7 will be
      subject to Executive signing and not revoking a 


    
      
         

      

      
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    separation
      agreement and release of claims in a form acceptable to the Company. No
      severance or
      other
      benefits will
      be
      paid or provided until the separation agreement and release agreement becomes
      effective.

     

    (b) Non-solicitation
      and Non-competition.
      The
      receipt of any severance or
      other
      benefits pursuant
      to Section 7 will be subject to Executive agreeing that during the
      Employment Term and
      Continuance Period, Executive will not (i) solicit any employee of the Company
      (other than Executive’s personal assistant) for employment other than at the
      Company, or (ii) directly
      or
      indirectly engage in, have any ownership interest in or participate in any
      entity that as of the date of termination, competes with the Company in any
      substantial business of the Company or any business reasonably expected to
      become a substantial business of the Company. Executive’s passive ownership of
      not more than 1% of any publicly traded company and/or 5% ownership of any
      privately held company will not constitute a breach of this Section 8(b). This
      ownership restriction does not apply to any company, whether publicly traded
      or
      privately held, that does not compete with the Company.

     

    (c) Nondisparagement.
      During
      the Employment Term and Continuance Period, Executive will not knowingly and
      materially disparage, criticize, or otherwise make any derogatory statements
      regarding the Company.
      Notwithstanding
      the foregoing, nothing contained in this agreement will be deemed to restrict
      Executive, the Company or any of the Company’s current or former officers and/or
      directors from providing information to any governmental or regulatory agency
      (or in any way limit the content of any such information) to the extent they
      are
      requested or required to provide such information pursuant to applicable law
      or
      regulation.

     

    (d) Other
      Requirements.
      Executive’s receipt of continued severance payments will be subject to Executive
      continuing to comply with the terms of the Confidential Information Agreement
      and the provisions of this Section 8. 

     

    (e) No
      Duty to Mitigate.
      Executive will not be required to mitigate the amount of any payment
      contemplated by this Agreement, nor will any earnings that Executive may receive
      from any other source reduce any such payment.

     

    9. Excise
      Tax Gross-Up.
      In the
      event that the benefits provided for in this Agreement constitute “parachute
      payments” within the meaning of Section 280G of the Internal Revenue Code of
      1986, as amended (the “Code”) and will be subject to the excise tax imposed by
      Section 4999 of the Code, then Executive will receive (i) a payment from the
      Company sufficient to pay such excise tax, and (ii) an additional payment from
      the Company sufficient to pay the federal and state income and employment taxes
      and additional excise taxes arising from the payments made to Executive by
      the
      Company pursuant to this sentence. Unless Executive and the Company agree
      otherwise in writing, the determination of Executive’s excise tax liability, if
      any, and the amount, if any, required to be paid under this Section 9 will
      be
      made in writing by the independent auditors who are primarily used by the
      Company immediately prior to the Change of Control (the “Accountants”). For
      purposes of making the calculations required by this Section 9, the Accountants
      may make reasonable assumptions and approximations concerning applicable taxes
      and may rely on reasonable, good faith interpretations concerning the
      application of Sections 280G and 4999 of the Code. Executive and the Company
      agree to furnish such information and documents as the Accountants may
      reasonably request in order to make a determination under this Section 9. 
The Company will 


    
      
         

      

      
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    bear
      all
      costs the Accountants may reasonably incur in connection with any calculations
      contemplated by this Section 9.

     

    10. Definitions.

     

    (a) Cause.
      For
      purposes of this Agreement, “Cause” will mean:

     

    (i) Executive’s
      willful and continued failure to perform the duties and responsibilities of
      his
      position after there has been delivered to Executive a written demand for
      performance from the Board which describes the basis for the Board’s belief that
      Executive has not substantially performed his duties and provides Executive
      with
      thirty (30) days to take corrective action; 

     

    (ii) Any
      act
      of personal dishonesty taken by Executive in connection with his
      responsibilities as an employee of the Company with the intention or reasonable
      expectation that such action may result in the substantial personal enrichment
      of Executive; 

     

    (iii) Executive’s
      conviction of, or plea of nolo contendere to, a felony that the Board reasonably
      believes has had or will have a material detrimental effect on the Company’s
      reputation or business;

     

    (iv) A
      breach
      of any fiduciary duty owed to the Company by Executive that has a material
      detrimental effect on the Company’s reputation or business;

     

    (v) Executive
      being found liable in any Securities and Exchange Commission or other civil
      or
      criminal securities law action or entering any cease and desist order with
      respect to such action (regardless of whether or not Executive admits or denies
      liability);

     

    (vi) Executive
      (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede,
      or (C) failing to materially cooperate with, any investigation authorized by
      the
      Board or any governmental or self-regulatory entity (an “Investigation”).
      However, Executive’s failure to waive attorney-client privilege relating to
      communications with Executive’s own attorney in connection with an Investigation
      will not constitute “Cause”; or

     

    (vii) Executive’s
      disqualification or bar by any governmental or self-regulatory authority from
      serving in the capacity contemplated by this Agreement or Executive’s loss of
      any governmental or self-regulatory license that is reasonably necessary for
      Executive to perform his responsibilities to the Company under this Agreement,
      if (A) the disqualification, bar or loss continues for more than thirty (30)
      days, and (B) during that period the Company uses its good faith efforts to
      cause the disqualification or bar to be lifted or the license replaced. While
      any disqualification, bar or loss continues during Executive’s employment,
      Executive will serve in the capacity contemplated by this Agreement to whatever
      extent legally permissible and, if Executive’s employment is not permissible,
      Executive will be placed on leave (which will be paid to the extent legally
      permissible).

     

    (b) Change
      of Control.
      For
      purposes of this Agreement, “Change of Control” will mean the occurrence of any
      of the following events: 


    
      
         

      

      
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    (i)The
      consummation by the Company of a merger or consolidation of the Company with
      any
      other corporation, other than a merger or consolidation which would result
      in
      the voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or by being converted
      into voting securities of the surviving entity) more than 50% of the total
      voting power represented by the voting securities of the Company or such
      surviving entity outstanding immediately after such merger or
      consolidation;

     

    (ii)The
      approval by the stockholders of the Company, or if stockholder approval is
      not
      required, approval by the Board, of a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company’s assets; 

     

    (iii)Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as
      defined in Rule 13d-3 under said Act), directly or indirectly, of
      securities of the Company representing 50% or more of the total voting power
      represented by the Company’s then outstanding voting securities; or

     

                    (iv) A
      change
      in the composition of the Board, as a result of which fewer than a majority
      of
      the directors are Incumbent Directors. “Incumbent Directors” will mean directors
      who either (A) are directors of the Company as of the date hereof, or (B) are
      elected, or nominated for election, to the Board with the affirmative votes
      of
      at least a majority of those directors whose election or nomination was not
      in
      connection with any transactions described in subsections (i), (ii), or (iii)
      or
      in connection with an actual or threatened proxy contest relating to the
      election of directors of the Company.

     

    (c) Continuance
      Period.
      For
      purposes of this Agreement, “Continuance Period” will mean the period of time
      beginning on the date of the termination of Executive’s employment and ending on
      the date on which Executive is no longer receiving Base Salary payments under
      Section 7.

     

    (d) Disability.
      For
      purposes of this Agreement, “Disability” will mean Executive’s absence from his
      responsibilities with the Company on a full-time basis for 120 calendar days
      in
      any consecutive twelve (12) months period as a result of Executive’s mental or
      physical illness or injury.

     

    (e) Good
      Reason.
      For
      purposes of this Agreement, “Good Reason” means the occurrence of any of the
      following, without Executive’s express written consent: 

     

    (i) A
      significant reduction of Executive’s duties, position, or responsibilities,
      relative to Executive’s duties, position, or responsibilities in effect
      immediately prior to such reduction; 

     

    (ii) A
      substantial reduction by the Company of the facilities and perquisites
      (including office space and location) available to Executive immediately prior
      to such reduction;

     

    (iii) A
      material reduction in the kind or level of employee benefits to which Executive
      is entitled immediately prior to such reduction with the result that Executive’s
      overall benefits package is significantly reduced other than pursuant to a
      reduction that also is applied to substantially all other executive officers
      of
      the Company;

     

    
      
         

      

      
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    (iv) A
      reduction in Executive’s Base Salary or annual cash incentive as in effect
      immediately prior to such reduction other than pursuant to a reduction that
      also
      is applied to substantially all other executive officers of the Company and
      which reduction reduces the Base Salary and/or annual cash incentive by a
      percentage reduction that is no greater than 15%;

     

    (v) The
      relocation of Executive to a facility or location more than fifty (50) miles
      from his current place of employment; or

     

    (vi) The
      failure of the Company to obtain the assumption of the employment agreement
      by a
      successor and an agreement that Executive will retain the same role and
      responsibilities in the merged or surviving parent company as he had prior
      to
      the merger under Section 1 of this Agreement.

     

    The
      failure of the Company’s stockholders to elect or reelect Executive to the Board
      will not constitute Good Reason for purposes of this Agreement.

     

    (f) In
      Connection with a Change of Control.
      For
      purposes of this Agreement, a termination of Executive’s employment with the
      Company is “in Connection with a Change of Control” if Executive’s employment is
      terminated within twelve (12) months following a Change of Control.

     

    11. Indemnification.
      Subject
      to applicable law, Executive will be provided indemnification to the maximum
      extent permitted by the Company’s Articles of Incorporation or Bylaws,
      including, if applicable, any directors and officers insurance policies, with
      such indemnification to be on terms determined by the Board or any of its
      committees, but on terms no less favorable than provided to any other Company
      executive officer or director and subject to the terms of any separate written
      indemnification agreement.

     

    12. Confidential
      Information.
      Executive will execute the Company’s standard form of confidential information,
      intellectual property, non-competition and non-solicitation agreement, appended
      hereto as Exhibit
      A
      (the
“Confidential Information Agreement”). 

     

    13. Assignment.
      This
      Agreement will be binding upon and inure to the benefit of (a) the heirs,
      executors and legal representatives of Executive upon Executive’s death, and
      (b) any successor of the Company. Any such successor of the Company will be
      deemed substituted for the Company under the terms of this Agreement for all
      purposes. For this purpose, “successor” means any person, firm, corporation, or
      other business entity which at any time, whether by purchase, merger, or
      otherwise, directly or indirectly acquires all or substantially all of the
      assets or business of the Company. None of the rights of Executive to receive
      any form of compensation payable pursuant to this Agreement may be assigned
      or
      transferred except by will or the laws of descent and distribution. Any other
      attempted assignment, transfer, conveyance, or other disposition of Executive’s
      right to compensation or other benefits will be null and void.


    
      
         

      

      
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    14. Notices.
      All
      notices, requests, demands and other communications called for hereunder will
      be
      in writing and will be deemed given (a) on the date of delivery if
      delivered personally; (b) one (1) day after being sent overnight by a
      well-established commercial overnight service, or (c) four (4) days after
      being mailed by registered or certified mail, return receipt requested, prepaid
      and addressed to the parties or their successors at the following addresses,
      or
      at such other addresses as the parties may later designate in
      writing:

     

    If
      to the
      Company:

    


    Attn:
      Chairman of the Compensation Committee

    c/o
      Corporate Secretary

    3200
      Wilcrest, Suite 575

    Houston,
      TX 77042

     

    If
      to
      Executive:

     

    at
      the
      last residential address known by the Company.

     

    15. Severability.
      If any
      provision hereof becomes or is declared by a court of competent jurisdiction
      to
      be illegal, unenforceable, or void, this Agreement will continue in full force
      and effect without said provision.

     

    16. Arbitration.
      The
      Parties agree that any and all disputes arising out of the terms of this
      Agreement, Executive’s employment by the Company, Executive’s service as an
      officer or director of the Company, or Executive’s compensation and benefits,
      their interpretation and any of the matters herein released, will be subject
      to
      binding arbitration. In the event of a dispute, the parties (or their legal
      representatives) will promptly confer to select a Single Arbitrator mutually
      acceptable to both parties. If the parties cannot agree on an Arbitrator, then
      the moving party may file a Demand for Arbitration with the American Arbitration
      Association (“AAA”) in Houston, Texas, who will be selected and appointed
      consistent with the AAA-Employment Dispute Resolution Rules, except that such
      Arbitrator must have the qualifications set forth in this paragraph. Any
      arbitration will be conducted in a manner consistent with AAA National Rules
      for
      the Resolution of Employment Disputes, supplemented by the Texas Rules of Civil
      Procedure. The Parties further agree that the prevailing party in any
      arbitration will be entitled to injunctive relief in any court of competent
      jurisdiction to enforce the arbitration award. The
      Parties hereby agree to waive their right to have any dispute between them
      resolved in a court of law by a judge or jury. This
      paragraph will not prevent either party from seeking injunctive relief (or
      any
      other provisional remedy) from any court having jurisdiction over the Parties
      and the subject matter of their dispute relating to Executive’s obligations
      under this Agreement and the Confidential Information Agreement.

     

    17. Legal
      Expenses.
      The
      Company will reimburse Executive for reasonable and actual legal expenses
      incurred by him in connection with the negotiation, preparation and execution
      of
      this Agreement. 


    
      
         

      

      
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    18. Integration.
      This
      Agreement, together with the Confidential Information Agreement and the standard
      forms of equity award grant that describe Executive’s outstanding equity awards,
      represents the entire agreement and understanding between the parties as to
      the
      subject matter herein and supersedes all prior or contemporaneous agreements
      whether written or oral. No waiver, alteration, or modification of any of the
      provisions of this Agreement will be binding unless in a writing and signed
      by
      duly authorized representatives of the parties hereto. In entering into this
      Agreement, no party has relied on or made any representation, warranty,
      inducement, promise, or understanding that is not in this Agreement. To the
      extent that any provisions of this Agreement conflict with those of any other
      agreement to be signed upon Executive’s hire, the terms in this Agreement will
      prevail.

     

    19. Waiver
      of Breach.
      The
      waiver of a breach of any term or provision of this Agreement, which must be
      in
      writing, will not operate as or be construed to be a waiver of any other
      previous or subsequent breach of this Agreement.

     

    20. Survival.
      The
      Confidential Information Agreement and the Company’s and Executive’s
      responsibilities under Sections 7 and 8 will survive the termination of this
      Agreement. 

     

    21. Headings.
      All
      captions and Section headings used in this Agreement are for convenient
      reference only and do not form a part of this Agreement.

     

    22. Tax
      Withholding.
      All
      payments made pursuant to this Agreement will be subject to withholding of
      applicable taxes.

     

    23. Governing
      Law.
      This
      Agreement will be governed by the laws of the state of Texas without regard
      to
      its conflict of laws provisions.

     

    24. Acknowledgment.
      Executive acknowledges that he has had the opportunity to discuss this matter
      with and obtain advice from his private attorney, has had sufficient time to,
      and has carefully read and fully understands all the provisions of this
      Agreement, and is knowingly and voluntarily entering into this
      Agreement.

     

    25. Conditions.
      This
      offer is conditioned upon Executive providing to Company references relating
      to
      Executive’s employment in a form acceptable to the Company, and Company’s
      satisfactory review of such references. 

     

    26. Code
      Section 409A.
      Notwithstanding
      anything to the contrary in this Agreement, if the Company reasonably determines
      that Section 409A of the Code will result in the imposition of additional tax
      to
      an earlier payment of any severance or other benefits otherwise due to Executive
      on or within the six (6) month period following Executive’s termination, the
      severance benefits will accrue during such six (6) month period and will become
      payable in a lump sum payment on the date six (6) months and one (1) day
      following the date of Executive’s termination. All subsequent payments, if any,
      will be payable as provided in this Agreement.

     

    27. Counterparts.
      This
      Agreement may be executed in counterparts, and each counterpart will have the
      same force and effect as an original and will constitute an effective, binding
      agreement on the part of each of the undersigned.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Company by a duly authorized officer, as of the day and year written
      below.

     

    COMPANY:

     

    INTREPID
      HOLDINGS, INC.

     

    


     

    /s/
      James
      Shelton                                                     
      Date:
      December 19, 2006

    James
      Shelton,

    Director
      and Chairman of the Compensation Committee

     

    EXECUTIVE:

     

    


    /s/
      Toney E.
      Means                                                 
      Date:
      December 19, 2006

    Toney
      E.
      Means

    


    


    


    
      
         

      

      
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