Filed by Bowne Pure Compliance



 




EXHIBIT 10.3




EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between RBC Life Sciences, Inc.
(“Employer”) located at 2301 Crown Court, Irving, Texas 75038 and Steven E. Brown (“Employee”),
residing at 2128 Tomahawk Drive, Plano, Texas 75023 as an amendment and restatement of the
employment agreement dated as of January 1, 2007 existing between the parties hereto.



The parties to this Agreement declare that:



Employer is engaged in, among other businesses, the international distribution of nutritional
supplements and personal care products through the network marketing distribution model, and the
distribution of wound care and oncology care products.



Employee is employed by Employer under an existing employment agreement, and Employer is willing to
continue to employ Employee, on the terms, covenants, and conditions set forth in this Agreement as
an amendment and restatement of the existing employment agreement to among other things, extend the
term of the existing agreement and add provisions intended to comply with the provisions of Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”).



In consideration of the mutual promises set forth in this Agreement, Employer and Employee agree as
follows:



Section 1. Effective Date and Purpose. The effective date of this Agreement
shall be January 1, 2008 (the “Effective Date”). This Agreement sets forth the terms and
conditions of Employee’s employment with Employer and amends and restates the existing employment
agreement between Employee and Employer regarding Employee’s employment with Employer.



Section 2. Employment Title and Duties. Employer shall employ Employee in the
capacity of Vice President and Chief Financial Officer. In this capacity, Employee shall have the
responsibility to perform all duties that are customarily performed by one holding that position in
other, same, or similar businesses or enterprises as that engaged in by Employer. A diagram of
Employee’s functional responsibility is attached as Exhibit A. Employer reserves the right to
modify Exhibit A as necessary or appropriate throughout the life of this Agreement. Employee
accepts this employment, subject to the general supervision and pursuant to the orders and
direction of Employer. Employee shall also render such other and services and duties, consistent
with such capacity, as may be assigned from time to time by Employer.



Section 3. Compensation of Employee. Employer shall pay Employee, in full
payment for Employee’s services and covenants under this Agreement, the following compensation:




	 	a.	 	Monthly Base Salary. During his employment, Employee’s monthly base
salary shall be $18,367.00 payable bi-weekly in equal payments.







	 	b.	 	Incentive Bonus. During his employment, Employee shall have a
reasonable opportunity to earn a cash incentive bonus as described in Exhibit B. The
maximum cash incentive bonus that may be earned by Employee for any calendar year
is two times Employee’s annual base salary.





 


 









 





Employment Agreement — Steven E. Brown





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






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



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



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



Section 7. Restrictions on the Use of Trade Secrets and Records. During the
term of employment under this Agreement, Employee may have access to various trade secrets and
intellectual property consisting of formulas, patterns, devices, inventions, processes, and
compilations of information, records and specifications, all of which are owned by Employer and
regularly used in the operation of Employer’s business. All files, records, customer lists,
documents, drawings, specifications, equipment, and similar records and items relating to the
business of Employer, whether they are prepared by Employee or come into Employee’s possession in
any other way and whether or not they contain or constitute trade secrets owned by Employer, are
and shall remain the exclusive property of Employer and shall not be removed from the premises of
Employer under any circumstances whatsoever without the prior written consent of Employer.
Employee agrees not to divulge, misappropriate, use, or disclose any of these trade secrets and
records directly or indirectly, to any person, firm, corporation, or other entity in any manner
whatsoever, either during the term of employment under this Agreement or at any time thereafter,
except as required in the course of employment. This Section 7 shall survive Employee’s
termination of employment.



Section 8. Term. This Agreement shall be effective for period of two (2) years
beginning on January 1, 2008 and ending on December 31, 2009. This Agreement shall be
automatically renewed for an additional one-year period upon expiration of its initial term and
each anniversary thereafter, unless either Employer or Employee gives written notice to the other
party at least thirty (30) days prior to the last day of the then current term of the Agreement.



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Section 9. Termination of Employment. 





	 	a.	 	Non-renewal of Agreement by Employer. If Employer elects not to renew
employment under this Agreement pursuant to the terms of Section 8, Employee, unless
otherwise requested by Employer, shall continue to render services, and shall be paid
compensation as provided in this Agreement, through the last day of the current term
of the Agreement. In addition, if Employee executes a general release in the form and
at the time requested by Employer (the “Release”), Employee shall continue to be paid
his monthly base salary for a period of six (6) months as severance pay following the
date of termination payable in accordance with Employer’s normal payroll practices and
commencing on the first payroll date of Employer following the expiration of the
applicable statutory periods for considering and revoking the Release, determined
without regard to when Employee executes the Release (the “Release Date”) and
previously accrued, unused personal time off, as determined and limited under the
Employer’s personal time off policy (“PTO”) paid in a single lump sum payment on the
first payroll date of Employer following the Release Date. The amounts paid shall be
reduced by all amounts withheld and deducted pursuant to Section 17. No benefits,
bonuses, PTO, or other forms of compensation, except for the severance payments, will
be paid to Employee or accrued for this six-month severance payment period. If
Employer offers to continue Employee’s employment on a non-contractual basis following
the Employer’s non-renewal of this Agreement and Employee elects to continue his
employment on that basis, Employee will not be entitled to the severance pay referred
to in this Section 9.a.







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







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







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



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	 	d.	 	Termination by Employee for Good Reason. Employee may terminate his
employment under this Agreement for “Good Reason” (as defined below) at any time by
giving written notice of termination to Employer without prejudice to any other remedy
to which Employee may be entitled either at law, in equity, or under this Agreement.
In this case, if Employee executes a Release, Employee shall be paid his monthly base
salary for a period of six (6) months as severance pay following the date of
termination payable in accordance with Employer’s normal payroll practices and
commencing on the first payroll date of Employer following the Release Date, plus an
amount equal to his accrued, unused PTO paid in a single lump sum payment on the first
payroll date of Employer following the Release Date. In addition, if at the end of
the year in which employee terminates employment, the employee would have received a
bonus as described in Exhibit B, employee will be paid a prorata share of the bonus
for the full months of actual employment in that year payable at the time the bonuses
for that year are paid to eligible employees. The amounts paid shall be reduced by all
amounts withheld and deducted pursuant to Section 17. No benefits, bonuses, PTO, or
other forms of compensation, except for the severance payments, will be paid to
Employee or accrued for this six-month severance payment period.







For purposes of this Agreement, the term “Good Reason” shall mean: (i) a material
breach by Employer of this Agreement which breach is not cured within 30 days after
the Board’s receipt of written notice of such non-compliance from Employee; or (ii)
the assignment to Employee by Employer of duties materially and adversely
inconsistent with Employee’s position, duties, or responsibilities as in effect
immediately after the Effective Date of this Agreement, including, but not limited
to, any material reduction in such position, duties or responsibilities, or a
change in Employee’s title or office, as then in effect, or any removal of Employee
from any of such positions, titles, or offices.




	 	e.	 	Termination Following a Change of Control. If during the one-year
period following the effective date of a “Change of Control” (as defined below),
Employer terminates Employee’s employment under this Agreement for any reason other
than Cause or Employee terminates his employment under this Agreement for Good Reason
and, in either case, Employee executes a Release, Employee shall continue to be paid
his monthly base salary for a period equal to the greater of (i) the remaining portion
of the initial term of this Agreement or (ii) twelve (12) months as severance pay
following the date of termination payable in accordance with Employer’s normal payroll
practices and commencing on the first payroll date of Employer following the Release
Date and accrued, unused PTO paid in a single lump sum payment on the first payroll
date of Employer following the Release Date. The amounts paid shall be reduced by all
amounts withheld and deducted pursuant to Section 17. No benefits, bonuses, PTO, or
other forms of compensation, except for the severance payments, will be paid to
Employee or accrued during this twelve-month severance period.






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For purposes of this Agreement, the term “Change of Control” shall mean:




(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than
Employer’s current Chief Executive Officer, Clinton H. Howard, becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Employer representing fifty percent (50%) or more of
the combined voting power of Employer’s then outstanding securities;




(ii) as a result of, or in connection with, any tender offer or exchange offer,
merger, or other business combination (a “Transaction”), the persons who were
directors of Employer immediately before the Transaction (except for any person
whose initial election as a director occurs as the result of an actual or
threatened election contest, within the meaning of Rule 14a-11 under the Exchange
Act, or other actual or threatened solicitation of proxies or contests by or on
behalf of a person other than the Board) shall cease to constitute a majority of
the Board of Directors (the “Board”) of Employer or any successor to Employer;




(iii) Employer is reorganized, merged or consolidated with another corporation and
as a result of the reorganization, merger or consolidation less than fifty percent
(50%) of the outstanding voting securities of the surviving or resulting
corporation shall then be owned in the aggregate by the former stockholders of
Employer; or




(iv) Employer sells or disposes of all or substantially all of its assets to any
person, other corporation, or other legal entity not controlled by Employer, or the
shareholders approve a plan of complete liquidation or an agreement for the sale or
disposition of Employer in a majority.




	 	f.	 	Death of Employee. This Agreement shall be deemed terminated as of
the date of Employee’s death. In this case, Employer shall pay to employee’s estate
Employee’s monthly base salary as provided in this Agreement up to the date of
termination, plus Employee’s accrued, unused PTO.







	 	g.	 	Disability of Employee. Should Employee be unable to perform his
duties under this Agreement by reason of inability to perform the essential functions
of the position for a period of six (6) months, as determined by the Board in its sole
discretion, Employer shall have the right to terminate this Agreement upon written
notice to Employee. During the period that Employee fails to perform his duties as a
result of his inability to perform the essential functions of the position, Employer
will continue to pay Employee Employee’s monthly base salary based on its normal
payroll practices, reduced by any disability payments received by Employee from a
disability program made available by Employer, for a period of six (6) months after
the date on which Employee was determined to be unable to perform the essential
functions of the position. On the date of Employee’s termination of employment,
Employee shall be paid his accrued, unused PTO. The amounts paid shall be reduced by
all amounts withheld and deducted pursuant to Section 17.






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	 	h.	 	Early Termination by Employer. Should Employer terminate the
employment of Employee prior to the end of the initial term or any renewal term in
effect,
other than by reason of Cause, death or disability, or during the twelve-month
period following a Change of Control, and Employee executes a Release, Employee
shall be paid the greater of (i) his monthly base salary through the last day of
the initial term or renewal term then in effect, plus an amount equal to his
accrued, unused PTO or (ii) his monthly base salary for a period of six (6) months,
increased by two weeks for each “Year of Service” (as defined below) performed by
Employee prior to his termination date, as severance pay following the date of
termination payable, in each case, in accordance with Employer’s normal payroll
practices and commencing on the first payroll date of Employer following the
Release Date, plus an amount equal to his accrued, unused PTO paid in a single sum
payment on the first payroll date of Employer following the Release Date. In
addition, if at the end of the year in which employment is terminated, the employee
would have received a bonus as described in Exhibit B, employee will be paid a
prorata share for the full months of actual employment in that year payable at the
time the bonuses for that year are paid to eligible employees. The amounts paid
shall be reduced by all amounts withheld and deducted pursuant to Section 17. No
benefits, bonuses, PTO, or other forms of compensation, except for the severance
payments, will be paid to Employee or accrued for any time beyond the last day of
the initial term or renewal term of this Agreement.







For purposes of this Agreement, the term “Year of Service” shall mean each full
year Employee is employed by Employer prior to his last day of actual employment
under this Agreement. In determining an Employee’s Years of Service, all fractions
of a year worked shall be aggregated to determine whether an additional Year of
Service will be credited.




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







	 	j.	 	Section 409A Separation from Service. Notwithstanding any provision
to the contrary in this Agreement, no payment or benefit shall be paid pursuant to
this Section 9 that would be considered “deferred compensation” under Section 409A of
the Code (“Section 409A”) until Employee has incurred a “separation from service” (as
such term is defined under Section 409A).






Section 10. Deferred Payments for Certain Key Employees. Notwithstanding any
other provisions contained in this Agreement to the contrary, no payments that are considered to be
“deferred compensation” under Section 409A may be made to Employee as a result of Employee’s
separation from the service of Employer until the date that is six months after the date of the
separation from service (or, if earlier, the death of Employee) if Employee is a “specified
employee” as described in Section 409A(a)(2)(B)(i) of the Code at the time the payment otherwise
would have been made. The provisions of this Section 10 shall only apply to the minimum extent
required to avoid Employee’s incurrence of taxes imposed under Section 409A.



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Section 11. Indemnity. Employer shall indemnify Employee and hold Employee
harmless for any acts or decisions made by Employee in good faith and that were reasonably believed
to be in the best interest of Employer while performing services for Employer. Employer will use
its reasonable best efforts, to maintain Director and Officer insurance coverage in the amount of
$1,000,000 for Employee under an insurance policy covering the officers and directors of Employer
against lawsuits. Employer shall pay all reasonable expenses, including attorney’s fees, actually
and necessarily incurred by Employee in connection with any appeal thereon, including the cost of
court settlements. Notwithstanding the preceding sentence, (i) the obligations of Employer shall
be subject to the condition that the Board shall not have determined based on advice from its legal
counsel that Employee would not be permitted to be indemnified under applicable law, and (ii) the
obligation of Employer to make an expense or fee advance pursuant to this Section 10 shall be
subject to the condition that, if, when and to the extent that the Board determines that Employee
would not be permitted to be so indemnified under applicable law, Employer shall be entitled to be
reimbursed by Employee (who hereby agrees to reimburse Employer) for all such amounts theretofore
paid (it being understood and agreed that the foregoing agreement by Employee shall be deemed to
satisfy any requirement that Employee provide Employer with an undertaking to repay any advancement
of fees or expenses if it is ultimately determined that Employee is not entitled to indemnification
under applicable law); provided, however, that if Employee has commenced or thereafter commences
legal proceedings in a court of competent jurisdiction to secure a determination that Employee
should be indemnified under applicable law, any determination made by the Board that Employee would
not be permitted to be indemnified under applicable law shall not be binding and Employee shall not
be required to reimburse Employer for any expense advance until a final judicial determination is
made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have
lapsed). This undertaking by Employee to repay such expense advance shall be unsecured and
interest-free.



Section 12. Effect of Partial Invalidity. The invalidity of any portion of this
Agreement shall not affect the validity of any other provision. In the event that any provision of
this Agreement is held to be invalid, the parties agree that the remaining provisions shall remain
in full force and effect.



Section 13. Entire Agreement. This Agreement contains the complete Agreement
between the parties and shall supersede all other agreements, either oral or written, between the
parties. The parties stipulate that neither of them has made any representations except as are
specifically set forth in this Agreement and each of the parties acknowledges that they have relied
on their own judgment in entering into this Agreement.



Section 14. Successors and Assigns; Survival of Rights and Obligations.





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







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






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	 	c.	 	Survival. The respective rights and obligations of Employer and
Employee under this Agreement (including Sections 7, 9, 10, 11 and 16) shall survive
the expiration or termination of the Agreement to the extent necessary to give full
effect to those rights and obligations.






Section 15. Notices. All notices, requests, demands, and other communications
shall be in writing and shall be given by registered or certified mail, postage prepaid, to the
addresses shown on the first page of this Agreement, or to such subsequent addresses as the parties
shall so designate in writing.



Section 16. Dispute Resolution. 





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







	 	b.	 	Arbitrators. Arbitration shall be before three arbitrators, one to be
appointed by Employer, a second to be appointed by Employee, and a third to be
appointed by the two arbitrators chosen by Employer and Employee. The third
arbitrator shall act as chairman. If (i) the non-initiating party to the Dispute
fails to appoint an arbitrator by written notice to the initiating party to the
Dispute within ten days after the Arbitration Notice is given, or (ii) the two
arbitrators appointed by the parties to the Dispute fail to appoint a third arbitrator
within ten days after the date of the appointment of the second arbitrator, then the
American Arbitration Association in Dallas, Texas, upon application of a party to the
Dispute, shall appoint an arbitrator to fill that position.







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






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Section 17. Tax Withholding. Employer shall be entitled to deduct and withhold
from payments made under this Agreement all amounts required to satisfy its withholding obligations
with respect to income, employment and any other applicable taxes.



Section 18. Attorney’s Fees. If any arbitration proceeding or any action for
injunctive or declaratory relief is brought to enforce or interpret the provisions of this
Agreement, attorney’s fees shall be borne by Employer if Employee is the prevailing party (or
receives substantially the relief sought by Employee), otherwise each party will be responsible for
its own attorney’s fees.



Section 19. Additional Obligations. During and after the term of this
Agreement, Employee shall, upon reasonable notice from Employer, furnish Employer with such
information as may be in Employee’s possession, and cooperate with Employer as may reasonably be
requested by Employer, in connection with any legal or governmental proceedings in which Employer
or any of its affiliates is or may become a party. The Company shall reimburse Employee for his
reasonable expenses in fulfilling his obligations under this Section 19 promptly, but in no event
later than the last day of the calendar year following the calendar year in which Employee incurs
the expense.



Section 20. Amendment. Any modification, amendment or change of this Agreement
will be effective only if it is in a writing signed by both parties.



Section 21. Governing Law; Interpretation; Section 409A. This Agreement, and
all transactions contemplated by this Agreement, shall be governed by, construed, and enforced in
accordance with the laws of the State of Texas. This Agreement shall (i) be construed and
interpreted by the Board and such determination shall be final, binding and conclusive on all
parties and (ii) be construed and interpreted to the maximum extent possible in a manner to avoid
any adverse tax consequences to Employee under Section 409A.



Section 22. Headings. The titles to the Sections and the paragraphs of this
Agreement are solely for the convenience of the parties and shall not affect in any way the meaning
or interpretation of this Agreement.



Section 23. MANAGEMENT ORGANIZATION. EMPLOYER, ACTING THROUGH ITS CHIEF
EXECUTIVE OFFICER WITH THE CONCURRENCE OF THE INDEPENDENT MEMBERS OF EMPLOYER’S BOARD OF DIRECTORS,
RESERVES THE RIGHT UNILATERALLY TO REVISE THE ORGANIZATION OF ANY AND ALL OF THE MANAGEMENT
FUNCTIONS AND RELATED REPORTING RELATIONSHIPS AT ITS SOLE DISCRETION. THE CONTENTS OF THE DIAGRAM
ATTACHED AS EXHIBIT A SHALL BE SUBORDINATE TO THE AUTHORITY OF EMPLOYER TO REVISE MANAGEMENT
ORGANIZATION AND RELATED REPORTING RELATIONSHIPS AS PROVIDED IN THIS SECTION.



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IN WITNESS WHEREOF, the parties have executed this Agreement on this 11th day of December, 2007.



	 	 	 	 	 
	EMPLOYEE:	 	EMPLOYER:
	 
	 	 	 	 
	 	 	RBC Life Sciences
	 
	 	 	 	 
	/s/ Steven E. Brown

	 	By:
	 	/s/ Clinton H. Howard
	 

	 	 	 	 
	(Signature)

	 	 	 	(Signature)
	 
	 	 	 	 
	(Steven E. Brown)	 	Clinton H. Howard
	 	 	Chief Executive Officer






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EXHIBIT A








 


 









 





EXHIBIT B




CASH INCENTIVE BONUS




In 2008, if Employer’s Pre-tax Income exceeds one million dollars ($1,000,000) as the “Base
Income”, Employee shall be awarded a bonus for 2008 in an amount equal to 3% of that part of the
Pre-tax Income of Employer that exceeds the Base Income. The amount of Employee’s cash incentive
bonus for 2008 may not exceed two (2) times Employee’s annual base salary for 2008. Employee must
be employed on December 31, 2008 in order to receive the bonus, unless otherwise provided under
Section 9. The bonus for 2008 will be paid between January 1, 2009 and March 15, 2009.



Example: If the Pre-tax Income of Employer for 2008 is two million dollars ($2,000,000), Employee
will be paid 3% of one million dollars ($1,000,000) or thirty thousand dollars ($30,000) provided
Employer remained employed by Employer on December 31, 2008.



Employee shall be eligible for additional bonuses at the discretion of Employer’s Board, and will
participate in an annual bonus plan that will be adopted in advance each year by the Board. At the
time an annual bonus plan is adopted, the Board will establish the “base income” amount each year
applicable to the bonus for that year and the time at which the bonus will be paid.



For purposes of this Exhibit B, “Pre-tax Income” means earnings (loss) from continuing operations
before income taxes, as reported in Employer’s audited financial statements prepared in accordance
with generally accepted accounting principles.