**Exhibit 10(f)**
**EMPLOYMENT AGREEMENT**
Dated as of January 27, 2004 between TST\Impreso, Inc. a Delaware Corporationwith offices at 652 Southwestern Boulevard, Coppell, Texas 75019 , its parentand subsidiaries (the “Company”), and Marshall D. Sorokwasz, residing at 118Cottonwood, Coppell, Texas 75019 (the “Employee”).
WHEREAS, the Company desires to engage Employee to perform services for theCompany, any present or future parent, subsidiary, or affiliate thereof, and,subject to Section 16 hereof, any successor or assign of any of them; and
WHEREAS, Employee desires to perform such services on the terms and subject tothe conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants and promises containedherein, the parties hereto hereby agree as follows:
1. Term.
The Company agrees to employ Employee, and Employee agrees to provide servicesto the Company, on the terms and subject to the conditions set forth in thisAgreement (the “Agreement”) for a period of five (5) years to commence onFebruary 1, 2004 and cease on January 31, 2009, (“Employment Period”).
2. Duties and Services.
(a) During the Employment Period, Employee shall be employed in the business ofthe Company as Chairman of the Board, Chief Executive Officer, President andTreasurer thereof, with such executive responsibilities as shall be determinedby the Board of Directors. Employee agrees to his employment as described inthis Section 2(a) and agrees to devote the majority of all of his business timeand efforts to the performance of his duties hereunder. Employee shall beavailable to travel as the needs of the business of the Company require. Inaddition to the foregoing, Employee agrees to serve all, or any portion of theEmployment Period, as an officer and director of any subsidiary or affiliateof the Company, as the Board of Directors of the Company may request fromtime to time, without additional compensation therefor, other than thecompensation set forth in Section 3 hereof.
(b) In connection with the performance of his duties hereunder, Employeeshall not be required to change his principal location of employment from themetropolitan area, in which Employee resides on the date of execution of thisAgreement.
3. Compensation.
(a) The Company and Employee agree that, as full compensation for Employee’sservicesduring the Employment Period, the Company shall compensate Employee duringthe Employment
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Period at an annual rate, a minimum of $450,000.00, payable in equalinstallments based upon the then current payment schedule for executives of theCompany.
(b) The Company shall pay all medical and dental expenses of Employee andEmployee’s family including, but not limited to; insurance premiums,deductibles, co-pays, and expenditures in excess of policy limits or caps.
(c) Employee may participate in any present or future employee benefitplans of theCompany, participation in which the Board of Directors offers toEmployee.
(d) Employee shall be eligible to receive such further compensation andbenefits as determined by the Board of Directors of the Company.
(e) Employee shall receive an annual payment for all debt heguarantees: first year, $2,000 for each $1,000,000; second year, $3,000 permillion; third year, $4,000 per million; fourth year $5,000 per million; and$5,000 per million thereafter for as long as guarantees exist.
4. Expenses.
Employee, during the Employment Period, shall be entitled to reimbursement forreasonable travel and other out-of-pocket expenses necessarily incurred in theperformance of his duties hereunder, upon submission and approval of writtenstatements and bills in accordance with the procedures of the Company. Inaddition to the foregoing, Employee shall be entitled to a $125,000 non-reimbursable annual expense allowance.
5. Non-Compete.
(a) As Employee’s employment hereunder will provide Employee with access toand knowledge of the customers, trade secrets, and other proprietaryinformation relating to the business of the Company and its customers andsuppliers, Employee agrees that for a period of two (2) years afterEmployee ceases to be employed by the Company under this Agreement (“thePeriod”), or otherwise, he will not compete with, be engaged in the samebusiness as, or, directly or indirectly, for his own benefit, or for, with, orthrough any other person, firm, or company, own, manage, operate, control, orparticipate in the ownership, management, operation, or control of, or beconnected as a director, officer, employee, partner, consultant, agent,independent contractor, or otherwise with, or acquiesce in the use of his name,in any other business or organization, which during such Period competes with,in any geographical area, the Company’s products or services sold, or isengaged in the same business as the Company.
(b) Notwithstanding the foregoing, the provisions of this Section 5 will notbe deemed breached merely because Employee owns not more than ten (10) percentof the outstanding common stock or ordinary shares of a company (other than theCompany and any affiliates thereof), if, at the time of its acquisition byEmployee, such stock is listed on a national securities exchange, is reportedon the National Association of Securities Dealers Inc,’s automated quotationsystem, or is regularly traded in the over-the-counter market by a member of anational securities exchange.
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(c) Employee will not, directly or indirectly, solicit or interfere with,or endeavor to entice away from the Company any of its suppliers, customers, oremployees. Employee will not, directly or indirectly, employ any person who,at any time up to the time Employee ceases to be an employee of the Company(under this Agreement or otherwise), was an employee of the Company within aperiod of one (1) year after such cessation.
(d) Because a breach of the provisions of this Section 5 could not adequatelybe compensated by money damages, the Company shall be entitled, in addition toany other right and remedy available to it, to an injunction, restraining suchbreach, or a threatened breach, and in either case, no bond or other securityshall be required in connection therewith, and Employee hereby consents to theissuance of such injunction. Employee agrees that the provisions of thisSection 5 are necessary and reasonable to protect the Company in the conduct ofits business. If any restriction contained in this Section 5 shall be deemedto be invalid, illegal, or unenforceable by reason of the extent, duration, orgeographical scope thereof, or otherwise, then the court making suchdetermination shall have the right to reduce such extent, duration,geographical scope, or other provisions hereof, and in its reduced form suchrestriction shall then be enforceable in the manner contemplated hereby.
(e) Notwithstanding the foregoing, if the Company shall fail to make anypayment to Employee required hereunder, and the Company shall not cure suchdefault within thirty (30) business days after the receipt, or deemed receiptof notice thereof from Employee, the provisions of paragraphs (a) and (c) ofthis Section 5 shall terminate, and be of no further force and effect. Thetermination of paragraphs 5(a) and 5(c) does not effect Employees right topursue legal recourse for the Company’s Breach of Contract.
6. Patents, Etc.
Any interest in patents, patent applications, inventions, copyrights,developments, and processes (the “Inventions”), which Employee now orhereafter during the period he is employed by the Company (under this Agreementor otherwise), may own or develop relating to the fields in which the Companymay then be engaged shall belong to the Company; and forthwith upon request ofthe Company, Employee shall execute all such assignments and other documents,and take all such other action as the Company may reasonably request in orderto vest in the Company all of his right, title, and interest in and to theInventions, free and clear of all liens, charges and encumbrances.
7. Confidential Information.
All confidential information which Employee may now possess, may obtain duringor after the Employment Period, or may create prior to the end of the periodhe is employed by the Company, relating to the business of the Company, or anycustomer or supplier of any of them, shall not be published, disclosed, madeaccessible by him to any other person, firm, or company, or used by him,except during the period during which he is employed by the Company in thebusiness, and for the benefit of the Company, or with prior written permissionof the Company. Employee shall return all tangible evidence of suchconfidential information to the Company prior to the termination of hisemployment.
8. Life Insurance.
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If requested by the Company, Employee shall submit to such physicalexaminations and otherwise take such actions and execute and deliver suchdocuments as may be reasonably necessary to enable the Company, at its expenseand for its own benefit, to maintain the life insurance on the life of Employeein effect on the date hereof or for any replacements thereof. The Company willfurnish a $2,666,800 Transamerica and a $1,000,000 Travelers Life Insurancepolicies to Employee with Employee’s named beneficiary at no expense toEmployee. “No expense” defined as no tax or income tax consequences toEmployee.
9. Termination.
Notwithstanding anything herein contained, if on or after the date hereof, andprior to the end of the Employees employment with the Company during theEmployment Period or otherwise;
(a) (i) Employee shall be physically or mentally incapacitated or disabled,or otherwise unable to fully discharge his duties hereunder for a period of 60(sixty) months, or
 (ii) Employee shall be convicted of a felony involving moral turpitude, or  (iii) Employee shall commit any act or omit to take any action inbad faith and to the detriment of the Company, or  (iv) Employee shall breach any material term of this Agreementand such breach, if curable, is not cured within one year afternotice thereof, then, and in each such case, the Company shall havethe right to give notice of termination of Employee’s serviceshereunder as of a date (not earlier than ten (10) days from suchnotice) to be specified in such notice, and Employee’s employmenthereunder shall terminate on the date so specified.
(b) (i) If Employee is terminated during the term under this Agreement orotherwise with, or without cause, or; (ii) if control of the Company ischanged during Employees employment so that Employee and other persons who aremembers of the Board, prior to change of control, do not constitute a majorityof the Board, and Employee resigns after such change in control, the Companyshall pay Employee each year for a period of five (5) years following the dateof termination or resignation, an amount equal to his annual salary, annualbonuses, insurance and expense allowances as in effect immediately prior tosuch termination or resignation, payable in equal installments based upon theEmployees payment schedule in the year immediately prior to the termination orresignation.
(c) If Employee shall die, then this Agreement shall terminate on the dateof Employee’s death, whereupon the Company shall pay to his widow, if there beone, and if not, to his estate, at the rate provided in Section 3(a) for aperiod of 5 (five) years from the date of Employee’s death.
10. Merger, Etc.
In the event of a future disposition of, or including the properties andbusiness of the Company substantially as an entirety by merger, consolidation,sale of assets, or otherwise (“a Substantive Merger”), the Company may elect toassign this Agreement and all of its rights and obligations hereunder to the
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acquiring or surviving company; provided that such company shall assume inwriting all of the obligations of the Company hereunder; and provided furtherthat the Company (in the event and so long as it remains in business as anindependent going enterprise) shall remain liable for the performance of itsobligations hereunder in the event of an unjustified failure of the acquiringcompany to perform its obligations under this Agreement. The provisions ofthis Section 10 shall not affect the provision of Section 9(b). In the eventthe surviving company does not assume the Agreement, all benefits under Section9 (b) must be paid in full prior to a Substantive Merger.
11.Survival.
The covenants, agreements, representations, and warranties contained in or madepursuant to this Agreement shall survive Employee’s termination of employment,irrespective of any investigation made by or on behalf of any party so long asEmployee receives the compensation and other payments required to be made tohim hereunder.
12.Modification.
This Agreement sets forth the entire understanding of the parties, withrespect to the subject matter hereof, supersedes all existing agreementsbetween them concerning such subject matter, and may be modified only by awritten instrument duly executed by each party hereto.
13.Notices.
Any notice or other communication required or permitted to be given hereundershall be in writing and shall be mailed by certified mail, return receiptrequested (or by the most nearly comparable method of mailing from or to alocation outside the United States), or delivered against receipt to the partyto whom it is to be given at the address of such party set forth in thepreamble to this Agreement (or such other address as the party shall havefurnished in writing in accordance with the provisions of this Section 13).Notice to the estate of Employee shall be sufficient if addressed to Employeeas provided in this Section 13. Any notice or other communication given bycertified mail (or such comparable method) shall be deemed given at the time ofcertification thereof (or comparable act), except for a notice changing aparty’s address which shall be deemed given at the time of receipt thereof.
14. Waiver.
Any waiver by either party of a breach of any provision of this Agreement shallnot operate as or be construed to be a waiver of any other breach of suchprovision or of any breach of any other provision of this Agreement. Thefailure of a party to insist upon strict adherence to any term of thisAgreement on one or more occasions shall not be considered a waiver or deprivethat party of the right thereafter to insist upon strict adherence to that termor any other term of this Agreement. Any waiver must be in writing.
15. Binding Effect.
Employee’s rights, benefits and obligations under this Agreement shall not betransferable by assignment
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or otherwise, such rights shall not be subject to commutation, encumbrance, orthe claims of Employee’s creditors, and any attempt to do any of the foregoingshall be void. The provisions of this Agreement shall be binding upon andinure to the benefit of Employee and his heirs and personal representatives andshall be binding upon and inure to the benefit of the Company and itssuccessors and those who are its assigns under Section 10 hereof.
16.No Third Party Beneficiaries.
This Agreement does not create, and shall not be construed as creating, anyrights enforceable by any person not a party to this Agreement (except asprovided in Section 15 hereof).
17. Headings.
The headings in this Agreement are solely for convenience of reference andshall be given no effect in the construction or interpretation of thisAgreement.
18. Governing Law.
This Agreement shall be governed by and construed in accordance with the lawsof the State of Texas, without giving effect to conflict of laws. The partiesconsent to jurisdiction in Dallas County, Texas, and waive any permissible ormandatory rights to venue.
**IN WITNESS WHEREOF,**the parties hereto have duly executed this Agreement as ofthe date first above written.      **TST/IMPRESO, INC.** **Employee**     By: /s/ Richard D. Bloom /s/ Marshall D. Sorokwasz     Richard D. Bloom Marshall D. Sorokwasz Sr.Vice President  
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