**EXHIBIT10.7**

 

**EMPLOYMENTAGREEMENT**

 

**THIS EMPLOYMENTAGREEMENT** (this “**Agreement**”),effective as of the 1st day of November 2004 (the “**Effective Date**”), by and between Precis,Inc. (the “**Company**”), an Oklahomacorporation, and Robert L. Bintliff, an individual (the “**Executive**”) (the Company and the Executiveare collectively referred to as the “**parties**”or are individually referred to as the “**party**”).

 

**RECITALS**

 

**WHEREAS**,the Company deems the services of the Executive to be of great and unique valueto the business of the Company and the Company desires to assure both itself ofcontinuity of management and the Executive of continued employment; and

 

**WHEREAS**,the Executive is a key management employee of the Company and is presentlymaking and is expected to continue making substantial contributions to theCompany; and

 

**WHEREAS**,it is in the best interests of the Company and its shareholders to induce theExecutive to remain in the employ of the Company; and

 

**WHEREAS**,the Company desires to induce the Executive to remain in the employ of theCompany by providing to the Executive additional amounts of compensation andseverance benefits; and

 

**WHEREAS**,the Executive is willing to remain in the employ to the Company in accordancewith and subject to the terms and conditions set forth in this Agreement.

 

**NOW, THEREFORE**,in consideration of the mutual covenants hereinafter set forth and for good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the Executive and the Company hereby agree as follows:

 

**1.****                                      Term.**  The Company shall employ the Executive for aperiod of three years commencing on the date hereof (the “**Initial Term**”), unless such employmentshall be terminated earlier as provided in this Agreement.  The employment of the Executive shallcontinue after the Initial Term for successive periods of one year duration(the “**Extended Term**”) on the sameterms and conditions contained herein, until terminated in accordance with theterms of this Agreement.

 

**2.****                                      Natureof Services; Employment; Duties; Employment Evaluations.**

 

**2.1****                               ExecutiveServices.**  The Company hereby employsthe Executive for the Term as the Executive Vice President and Chief FinancialOfficer of the Company.  The Executiveshall perform reasonable services in a timely and satisfactory fashion, to thebest of the Executive’s ability and effort, as may, from time to time, beprescribed and directed by the Chief Executive Officer (“CEO”), and/or theBoard of Directors of the Company (“the “Board”), or such other individual(s)designated by the CEO and/or the Board. The Executive hereby accepts employment and agrees to devote theExecutive’s entire business time, attention and energies in performing suchduties and undertaking such responsibilities as are customarily performed byothers holding executive officer positions similar to that held by and assignedto the Executive in similar businesses, subject to the general and customarysupervision of the Company’s CEO and/or the Board.

 

**2.2****                               Compliancewith Policies and Code of Conduct.** At all times during the Executive’s employment, the Executive agrees toserve the Company fully, diligently and competently, and to the best of theExecutive’s ability, experience and talent, to strictly adhere to, sign,acknowledge, and obey all rules, regulations,

 

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handbooks, covenants and, policies and code of conduct of the Company,now in effect and as may be adopted, modified, expanded or contracted from timeto time.

 

**2.3****                               Placeof Performance; Support Facilities.** The principal places of employment of the Executive shall be at theCompany’s principal executive offices in Grand Prairie, Texas or within theDallas/Fort. Worth metropolitan area.  Inperforming the duties and fulfilling the responsibilities to be performed andfulfilled by the Executive under this Agreement, the Executive shall beprovided with reasonable facilities, services, and support.  The Executive will be required to maintain aresidence in the Dallas/Fort Worth metropolitan area.

 

**2.4****                               Devotionof Full Time and Attention; Conflicts of Interest.**  At all time during the Executive’semployment, the Executive agrees, to devote the Executive’s best efforts, time,attention and energies to the performance of the duties and responsibilitiesassigned to the Executive pursuant to this Agreement or otherwise.  Executive acknowledges and agrees thatExecutive owes a fiduciary duty of loyalty, fidelity and allegiance to act atall times in the best interests of the Company and its stockholders, and to dono act that would injure the Company’s business, its interests, or itsreputation.  It is agreed that any director indirect interest in, connection with, or benefit from any outsideactivities, particularly commercial activities, which interest might in any wayadversely affect the Company or any of its Affiliates, involves a possibleconflict of interest.  In keeping withthe Executive’s fiduciary duties to the Company and its stockholders, Executiveagrees that Executive will not knowingly become involved in a conflict ofinterest with the Company or its Affiliates, or upon discovery thereof, allowsuch a conflict to continue.  Moreover,Executive agrees that Executive shall disclose to or discuss with the Company’sGeneral Counsel any facts or circumstances that might involve such a conflictof interest that has not been disclosed in writing to and approved by theCompany’s Board of Directors.  TheExecutive shall not, without the prior written disclosure to and consent of theCompany’s Board of Directors, directly or indirectly, render services of abusiness, professional or commercial nature to or for the Executive’s ownaccount or any other person, firm or entity that engages in any other businessor activity, whether or not competitive with that of the Company or anyAffiliate of the Company.

 

**2.5****                               Resolutionof Conflicts of Interest.**  TheExecutive and the Company recognize that it is difficult and practicallyimpossible to provide an exhaustive list of actions or interests thatconstitute a “conflict of interest.” Moreover, the Executive and the Companyrecognize that there are many borderline situations.  In some instances, full disclosure of factsby the Executive to the Company’s General Counsel may be all that is necessaryto enable Company or its Affiliate to protect its interests.  In other instances, if no improper motivationappears to exist and the interests of the Company or its Affiliate have notsuffered, prompt elimination of the outside interest causing the conflict ofinterest will suffice.  In still others,it may be necessary for the Company to terminate the employmentrelationship.  The Company and Executiveagree that the Company’s Board of Director’s determination of whether aconflict of interest exists will be conclusive. Notwithstanding the foregoing, the Company reserves the right to takesuch action as, in its judgment, will end the conflict.  The Company’s termination of the employmentrelationship solely because the Executive violates this Section 2.5 shallbe a Voluntary Termination for purposes of this Agreement.

 

**2.6****                               AnnualReview.**  On or about the first day ofJanuary, 2006, and on or about the last day of each year thereafter during theInitial Term, the Compensation Committee of Company’s Board of Directors shallevaluate the performance of the Executive under and consistent with thisAgreement and the Company’s objectives, plans, and expectations and, in thatconnection, meet and discuss with the Executive any such evaluation of theservices performed by the Executive under this Agreement and consistent withthe Company’s objectives, plans, and expectations..

 

**2.7****                               AffiliateOffice and Director Positions.** During the Term, the Executive may be nominated for election orappointed to serve as a director or officer of the Company’s subsidiaries asdetermined in the sole discretion of the Company’s Board of Directors.

 

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**3.****                                      Compensation.**  The Executive shall be entitled tocompensation for any and all services performed under this Agreement except asmay be otherwise agreed to in writing, by the parties, at a rate of $180,000,per year exclusive of any directors fees that the Executive may be entitled forservices as a director of the Company or any of its subsidiaries orAffiliates), payable in semi-monthly installments in arrears, in cash or cashequivalents in each month that this Agreement is in effect (the “**Base Salary**”), less, in any case, anydeductions or withholdings required by law. The Base Salary, in the event that this Agreement is not terminated,shall be reviewed at least annually and may be increased consistent withgeneral salary increases for the Company’s executive employees or asappropriate in light of the performance of the Company or the Executive.

 

**4.****                                      OtherBenefits, Bonus and Incentive Compensation.**

 

**4.1****                               AnnualIncentive Bonus.**  During theExecutive’s employment with the Company, the Executive shall be eligible for anannual bonus (in each case, the “**Bonus**”)in accordance with the terms of the Company’s Annual Incentive Plan or anyappropriate replacement bonus plan of the Company, each as may be amended fromtime to time, which Bonus may be paid in any combination of cash or the Company’scommon stock. The Executive’s entitlement to a Bonus, the amount of the Bonus,and the manner of payment of the Bonus are within the sole and exclusivediscretion of the Compensation Committee of the Company’s Board ofDirectors.  The Executive’s bonus may beprorated for any portion of the calendar year that the Executive was employedunder this Agreement.

 

The Bonus, if any is awarded, will be payableless applicable deductions and required withholdings to Federal, state, andlocal taxing authorities.

 

In the event that acquisitions outside theordinary course of business of the Company are made, directly or indirectly, bythe Company during the Term, the Bonus shall be determined as if suchacquisitions had not taken place or, alternatively, the Bonus shall be adjustedby the Company’s Compensation Committee in its sole and exclusive discretion.

 

**4.2****                               ExpenseReimbursement.**  The Company shallreimburse the Executive for all reasonable expenses incurred by the Executivein the performance of the Executive’s duties under this Agreement in the courseof employment; provided, however, that the Executive must furnish to theCompany an itemized account, satisfactory to the Company, in substantiation ofsuch expenditures.

 

**4.3****                               FringeBenefits; Plan Participation.**  TheExecutive shall be entitled to such fringe benefits as may be provided orestablished from time to time by the Company to other senior officers of theCompany, including, but not limited to, medical and insurance benefits and401(k) and medical savings account plans. The Executive shall be eligible to participate, in accordance with theterms of such plans as they may be adopted, amended and administered fromtime-to-time, in incentive, bonus, benefit or similar plans, including withoutlimitation the Company’s 1999 Stock Option Plan, any other stock option, bonusor other equity ownership plan in which employees are eligible to participate,any incentive bonus plan and any other bonus, pension or profit sharing plansestablished and maintained by the Company. The Executive’s participation in such plans shall be at such levels ofparticipation as the Compensation Committee may determine in its reasonablediscretion based upon the Executive’s responsibilities and performance and,when applicable, the Company’s past compensation practices.  Compensation and other benefits granted undersuch plans will be subject to the actual provisions and conditions applicableto such plans.  The Company shall not byreason of this Agreement be obligated to institute, establish, maintain, orrefrain from changing, amending, or discontinuing, any such incentivecompensation or employee benefit program or plan, so long as such actions aresimilarly applicable to employees eligible generally to participate or receivebenefits under the program or plan.

 

**4.4****                               CompanyAutomobile.**  During the Terms, theCompany shall provide one automobile for the Executive’s business and personaluse, or at the Company’s sole and exclusive discretion an automobile allowanceof $650 per month.  The automobile willbe a new automobile as of the Effective Date and will be

 

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replaced after three years of use. The Executive reserves the right to purchase the automobile from theCompany at the end of the three year period at the then net book value asdefined under generally accepted accounting principles.  The automobile will be selected by theExecutive, subject to approval by the Compensation Committee of the Company’sBoard of Directors, which approval will not be unreasonably withheld.  The Company will provide without cost to theExecutive insurance as required by applicable state law on this one automobile.

 

**4.5****                               Vacationand Leave; Holidays.**  During theExecutive’s employment by the Company, Executive shall be entitled to takereasonable periods of time off with pay (“PTO”), at the Executive’s Base Salaryat the time such PTO is taken, during each calendar year commensurate withExecutive’s executive office position or positions with the Company, inaccordance with Company policy; provided that in no event shall the amount ofPTO taken exceed more than four weeks in any calendar year.  Any PTO not used during a calendar year willnot accumulate to following periods.  TheExecutive is not entitled to elect vacation compensation for any unusedvacation.

 

**5.****                                      NoAdditional Compensation or Benefits; Unsecured Benefits; Withholdings.**  Except as provided in Sections 3 and 4 or asotherwise determined by the Compensation Committee of the Company’s Board ofDirectors, the Executive shall not be entitled to any other or furthercompensation or benefits (including any insurance benefits) from the Company asa result of the services to be performed under and pursuant to this Agreementor otherwise.  None of the benefits orarrangements described in this Agreement shall be secured or funded in any way,and each shall instead constitute an unfunded and unsecured promise to paymoney in the future exclusively from the general assets of the Company.  The Company may make deductions and withholdfrom any compensation, benefits, or amounts payable under this Agreement allfederal, state, city, or other taxes as may be required pursuant to any law orgovernmental regulation or ruling.

 

**6.****                                      TerminationPrior to Expiration of Term and Effects of such Termination.**

 

**6.1.****                            Company’sRight of Termination.** Notwithstanding any other provisions of this Agreement, the Companyshall have the right to terminate the Executive’s employment under thisAgreement at any time prior to the expiration of the Initial or Extended Termfor any of the following reasons:

 

**6.1.1****                     For CauseTermination.**  For “Cause” upon thedetermination by the Company’s Board of Directors that “Cause” exists for thetermination of the employment relationship with the Executive.  As used in this Agreement, the term “**Cause**” shall mean

 

(a) the Executive has been convicted of afelony (which, through lapse of time or otherwise, is not subject to appeal);or

 

(b) the Executive has without proper legalreason, failed to perform the duties and responsibilities required of theExecutive under this Agreement or otherwise which remains uncorrected for 30Days following written notice to the Executive by the Company of such failure;or

 

(c) the Executive has willfully engaged inconduct that the Executive knows or should know is materially injurious to theCompany or any of its subsidiaries or has violated the terms of the Company’sCode of Conduct; or

 

(d) the Executive violates the ForeignCorrupt Practices Act or other applicable United States law including, but notlimited to, those proscribed by Section 7.

 

It is expressly acknowledged and agreed bythe parties that the decision of whether “Cause” exists for termination of theemployment relationship with the Executive by the Company is

 

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solely with the exclusive determination ofthe Company’s Board of Directors.  If theExecutive disagrees with the decision reached by the Company’s Board ofDirectors, the dispute will be limited to whether the Company’s Board ofDirectors reached its decision in good faith.

 

**6.1.2****                     Without CauseTermination.**  Following 30 Daysadvance written notice, for any other reason whatsoever, with or without “Cause,”in the sole discretion of the Company’s Board of Directors.

 

**6.1.3****                     Death.**  Upon the Executive’s death.

 

**6.1.4****                     Disability.**  Upon the Executive becoming “Disabled”.  The term “Disabled” as used in this Agreementshall mean, in the event a disability insurance policy is provided or paid forby the Company covering the Executive at such time and is in full force andeffect, the definition of permanent disability set forth in such policy.  If no such disability policy is so maintainedat such time and is not then in full force and effect, the term “Disabled”shall mean the inability of the Executive, as determined in the sole judgmentof the Company’s Board of Directors, by reason of physical or mental disabilityto perform the duties required of the Executive under this Agreement for aperiod of 120 Days in any one-year period. Successive periods of disability will be considered separate periodsunless the later period of disability is due to the same or related cause andcommences less than three months from the ending of the previous period ofdisability.  Upon such determination, theCompany may terminate the Executive’s employment under this Agreement upon 10Days’ prior written notice.  If anydetermination of the Company with respect to Disability is disputed by theExecutive, the parties hereto agree to abide by the decision of a panel ofthree physicians.  The Executive andCompany shall each appoint one member, and the third member of the panel shallbe appointed by the other two members. The Executive agrees to be available for and submit to examinations bysuch physicians as may be directed by the Company.  Failure to submit to any such examination maybe treated by the Company as an admission by the Executive of Disability.

 

**6.1.5****                     Change ofControl.** The occurrence of a “Change of Control.”  For purposes of this Agreement, the phrase “Changeof Control” shall mean:

 

(i) a change in control of the direction andadministration of the Company’s business of a nature that would be required tobe reported in response to Item 6(e) of Schedule 14A of Regulation 14A (orany successor rule or regulation) promulgated under the Securities Exchange of1934, as amended (the “**Exchange Act**”),whether or not the Company is then subject to such reporting requirement; or

 

(ii) any “**person**”(as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act butexcluding any employee benefit plan of the Company) is or becomes the “beneficialowner” (as defined in Rule 3d-3 under the Exchange Act), directly orindirectly, of securities of the Company representing 50% or more of thecombined voting power of the Company’s outstanding securities then entitledordinarily (and apart from rights accruing under special circumstances) to votefor the election of directors of the Company; or

 

(iii) during any period of 2 consecutiveyears, the individuals who at the beginning of such period constitute the Boardof Directors or any individuals who would be continuing directors (as defined below, the “**Continuing Directors**”) cease for any reason to constitute atleast a majority of the Board of Directors; or

 

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(iv) the Board of Directors approves a saleof all or substantially all of the assets of the Company; or

 

(v) the Board of Directors approves anymerger, consolidation or like business combination or reorganization of theCompany, the consummation of which would result in the occurrence of any eventdescribed in clause (ii) or (iii) of this Section 6.1.5.

 

For purposes of this Agreement, “**Continuing Directors**” shall mean (i) thedirectors of the Company in office on the date of this Agreement, (ii) anysuccessor to any director in office on the date of this Agreement, and (iii)any additional director who after the date of this Agreement (a) was nominatedor selected by a majority of the Continuing Directors in office at the time ofhis or her nomination or selection and (b) at the time of his or her nominationor selection is not an “**affiliate**”or “**associate**” (as defined inRegulation 12B under the Exchange Act) of any person who is the “**beneficial owner**” (as defined in Rule 13d-3under the Exchange Act), directly or indirectly, of securities representing tenpercent (10%) or more of the combined voting power of the Company’s securitiesthen entitled ordinarily to vote for the election of directors of the Company.]

 

The termination of the Executive’s employment by the Company prior tothe expiration of the Initial or Extended Term shall constitute a “Terminationfor Cause” if made pursuant to Section 6.1.1; the effect of suchtermination is specified in Section 6.4. The termination of the Executive’s employment by the Company prior tothe expiration of the Initial or Extended Term shall constitute an “InvoluntaryTermination” if made pursuant to Section 6.1.2 or Section 6.1.5; theeffect of such termination is specified in Section 6.5. The effect of theemployment relationship being terminated pursuant to Section 6.1.3 as aresult of the Executive’s death is specified in Section 6.6. The effect ofthe employment relationship being terminated pursuant to Section 6.1.4 asa result of the Executive becoming Disabled is specified in Section 6.7.

 

**6.2.****                            TheExecutive’s Right of Termination.** Notwithstanding any other provisions of this Agreement, the Executiveshall have the right to terminate the employment relationship under thisAgreement at any time prior to the expiration of the Initial or Extended Termfollowing 30 Days’ advance written notice for any of the following reasons:

 

**6.2.1****                     Relocation.**  The Executive is required by the Company tobe permanently relocated to a city more than 50 miles from the Dallas / FortWorth, Texas metropolitan area, and within 60 Days after such relocation, theExecutive provides the Company with a written notice that such relocation hasoccurred and that the Executive intends to terminate the employmentrelationship under this Section 6.2.1, and thereafter such relocation isnot corrected by the Company within 30 Days.

 

**6.2.2****                     The Company’sBreach.**  Any material breach by theCompany of any material provision of this Agreement that remains uncorrectedfor 30 Days following receipt of written notice of such breach by the Executiveto the Company.

 

**6.2.3****                     The Executive’sElection to Terminate.**  For any otherreason whatsoever other than pursuant to Section 6.2.1 or 6.2.2, in thesole discretion of the Executive.

 

**6.2.4****                     Change ofControl.**  The occurrence of a Changeof Control.

 

The termination of the Executive’s employment by the Executive prior tothe expiration of the Term shall constitute an “Involuntary Termination” ifmade pursuant to Sections 6.2.1, 6.2.2 or 6.2.4; the effect of such terminationis specified in Section 6.5.  Thetermination of the Executive’s employment by the Executive prior to theexpiration of the Term shall constitute a “Voluntary Termination” if madepursuant to Section 6.2.3; the effect of such termination is specified in Section 6.3.

 

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**6.3.****                            TheExecutive’s Voluntary Termination.** Upon a “Voluntary Termination” of the employment relationship by theExecutive prior to expiration of the Term, all future compensation to which theExecutive is entitled and all future benefits for which the Executive iseligible shall cease and terminate as of the date of termination.  The Executive shall be entitled to the BaseSalary on a pro rata basis through the date of such termination, but theExecutive shall not be entitled to any Bonus or other incentive compensationnot yet paid at the date of such termination. The effect and consequences of the Executive’s Voluntary Terminationunder this Agreement shall be independent of the Executive’s rights under anystock option agreement or plan or employee benefit award agreement.

 

**6.4****                               Terminationfor Cause.**  Upon a “Termination forCause” of the Executive’s employment relationship by the Company prior toexpiration of the Term, all future compensation to which the Executive isentitled and all future benefits for which the Executive is eligible shallcease and terminate as of the date of termination.  The Executive shall be entitled to the BaseSalary on a pro rata basis through the date of such termination, but theExecutive shall not be entitled to any Bonus or other incentive compensationnot yet paid at the date of such termination. upon termination of theemployment relationship for Cause, all of the Executive’s unvested interestsunder any stock option agreement or plan or employee benefit award agreementshall be canceled effective as of the date of such termination of employmentand the Executive shall not be entitled to any compensation or benefitsthereunder from and after the date of such termination of employment.

 

**6.5.****                            InvoluntaryTermination**.  Upon an InvoluntaryTermination of the employment relationship by either the Company or theExecutive prior to expiration of the Term, the Executive shall be entitled, inconsideration  for the Executive’scontinuing obligations under this Agreement after such termination (including,without limitation, the Executive’s non-competition obligations), toreceive  the compensation and benefitsprovided for in Sections 3 and 4 as if the Executive’s employment (which shallcease on the date of such Involuntary Termination) had continued for the fullInitial or Extended Term, as is the case. As provided for in Sections 3 and 4,under all circumstances and as a minimum, the Executive is entitled toCompensation equal to 18 months of Base Salary then in effect.  In addition, , the Executive will be entitledto the Company’s then current benefit plans and/or policies, which may includehealth, medical, dental, disability, and life insurance, comparable to thoseprovided to the executive officers of the Company either as a group orindividually as of the date of termination for a period of 18 months.  In the event that the Company elects to paythe Executive in a lump sum for future payments, such lump sum shall bediscounted to its present value.  TheExecutive shall not be under any duty or obligation to seek or accept otheremployment following Involuntary Termination and, subject to the Executive complyingwith the Executive’s continuing obligations (including non-competitionobligations), the amounts due the Executive hereunder shall not be reduced orsuspended if the Executive accepts subsequent employment.  The Executive’s rights under this Section 6.5are the Executive’s sole and exclusive rights against the Company or itsAffiliates, and the Company’s sole and exclusive liability to the Executiveunder this Agreement, in contract, tort, or otherwise, for any InvoluntaryTermination of the employment relationship. The Executive covenants not to sue or lodge any claim, demand, or causeof action against the Company based on Involuntary Termination for anycompensation and benefit the Executive shall be entitled to receive pursuant tothis Section 6.5.  If the Executivebreaches this covenant, the Company shall be entitled to recover from theExecutive all sums expended by the Company (including costs and attorneys fees)in connection with such suit, claim, demand, or cause of action.  Upon Involuntary Termination of theemployment relationship by either the Company or the Executive, the entirety ofthe Executive’s unvested rights under any stock option agreement or plan oremployee benefit award agreement shall vest immediately upon such termination.

 

**6.6.****                            TerminationCaused by Death.**  Upon termination ofthe employment relationship as a result of the Executive’s death, the Executive’sheirs, administrators, or legatees shall be entitled to the Executive’s prorata Base Salary through the date of such termination, but the Executive’sheirs, administrators, or legatees shall not be entitled to any individualBonus or incentive compensation not yet paid to the Executive at the date ofsuch termination.  Upon the Executive’sdeath, the Executive’s heirs, administrators, or legatees shall be entitledonly to the compensation and benefits to which the Executive is entitled underthe terms and conditions of any

 

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stock option agreement or plan or employee benefit award agreement thatthe Executive has at the date of death or as a result of the Executive’s death.

 

**6.7.****                            TerminationCaused by Disability.**

 

In the event of the Disability of the Executive and termination of theExecutive’s employment termination, the Executive shall be entitled to receivethe Base Salary plus any Bonus earned but not yet paid, less any cash benefitsreceived by the Executive under any disability insurance paid for by theCompany.  All of the Executive’s otherrights under this Agreement shall terminate. Provided, however, that during any period from the date of the commencementof the period that the Executive is absent from work due disability and untilcommencement of the Executive’s receipt of payments of the monthly disabilitybenefits under any disability policy maintained by the Company, the Executiveshall continue to be entitled to receive and the Company shall pay and providecompensation and benefits under and in accordance with Section 3 and 4during the remaining and unexpired portion of the Term.]

 

**6.8.****                            Offsets.**  In all cases, the compensation and benefitspayable to the Executive under this Agreement upon termination of theemployment relationship shall be offset against any amounts to which theExecutive may otherwise be entitled under any and all severance plans andpolicies of the Company or its Affiliates.

 

**6.9.****                            ContinuingObligations.**  Termination of theemployment relationship shall not terminate the Executive’s obligations imposedby this Agreement that are continuing obligations, including, withoutlimitation, the Executive’s obligations under Sections 8 through 11.

 

**6.10.****                     Deductibilityof Severance Compensation.** Notwithstanding anything in this Agreement to the contrary, no more thansixty (60) Days after the effective date of the Executive’s termination causingpayment of termination or severance benefits under this Agreement or otherwise,the Company shall calculate the amount of any “**parachute payment**” within the meaning of Section 280G ofthe Internal Revenue Code of 1986, as amended (the “**Code**”). If any part of the termination or severance benefits providedpursuant to this Agreement would not be deductible due to the provisions of Section 280Gof the Code, the termination or severance benefits shall be reduced to theextent, but only to the extent, necessary so that the amount of the terminationor severance benefits provided hereunder will be deductible by the Company.

 

**6.11.****                     Responsibilityfor Taxes**.  The Executive agrees topay taxes, if any, which are required by law to be paid with respect to theamounts the Executive receives pursuant to this Agreement.  The Executive warrants that the Company hasnot made any representations about the tax consequences of this Agreement, andthe Executive has not relied upon any such representations in entering intothis Agreement.

 

**7.****                                      UnitedStates Foreign Corrupt Practices Act, Securities Laws and Other Laws.** The Executive shall at all times comply withUnited States laws applicable to the Executive’s actions on behalf of theCompany, including specifically, without limitation, the United States ForeignCorrupt Practices Act, as amended (FCPA), the Securities Act of 1933, asamended (the “Securities Act”), and the Securities Exchange Act of 1934, asamended (the “Exchange Act”) and their successor statutes.  If the Executive pleads guilty to or nolocontendere or admits civil or criminal liability under the FCPA, the SecuritiesAct or Exchange Act, or if a court finds that the Executive has personal civilor criminal liability under the FCPA, the Securities Act or Exchange Act, or ifa court finds that the Executive personally committed an action resulting inany Company entity having civil or criminal liability or responsibility underthe FCPA, the Securities Act or Exchange Act with knowledge of the activitiesgiving rise to such liability or knowledge of facts from which the Executiveshould have reasonably inferred the activities giving rise to liability hadoccurred or were likely to occur, such action or finding shall constitute Causefor termination under this Agreement unless (i) such action or finding wasbased on the activities of others and the Executive had no personal involvementor knowledge of such activities, or (ii) the Company’s Board of Directorsdetermines in its sole and exclusive discretion that the actions found to be in

 

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violation of the FCPA, the Securities Act or Exchange Act were taken ingood faith and in compliance with all applicable policies of the Company.

 

**8.****                                      Ownershipand Protection of Information; Copyrights.**

 

**8.1.****                            Accessto Proprietary Information.**  TheCompany shall disclose to the Executive, or place the Executive in a positionto have access to, develop, or acquire knowledge of, trade secrets orconfidential and/or proprietary information of the Company or its Affiliates;and/or shall entrust the Executive with business opportunities of the Companyor its Affiliates; and/or shall place the Executive in a position to developbusiness good will on behalf of the Company or its Affiliates.

 

**8.2.****                            Ownershipof Information.**  All information,ideas, concepts, processes, programs, systems, methods, formulae, techniques,improvements, discoveries, contributions and inventions, whether patentable ornot, which are conceived, made, developed, discovered or acquired by theExecutive, individually or in conjunction with others, during the Executive’scourse of employment with the Company (whether during business hours orotherwise and whether on the Company’s premises or otherwise) that relate tothe Company’s business, products or services (including, without limitation,all such information relating to corporate opportunities, research, financialand sales data, pricing and trading terms, evaluations, opinions,interpretations, acquisition prospects, the identity of customers or theirrequirements, the identity of key contacts within the customer’s organizationsor within the organization of acquisition prospects, or marketing andmerchandising techniques, prospective names, and marks) shall be disclosed tothe Company and are and shall be the sole and exclusive property of theCompany.  Moreover, all documents,drawings, memoranda, notes, records, files, correspondence, manuals, models,specifications, computer programs, e-mail, voice mail, electronic databases,maps and all other writings or materials of any type embodying any of such information,ideas, concepts, improvements, discoveries, inventions, and such works inprogress, created in the course of employment are and shall be the sole andexclusive property of the Company.

 

**8.3.****                            IntellectualProperty Development.**  If, during theExecutive’s employment by the Company, the Executive creates any original workof authorship or work in progress which is the subject matter of copyright(such as videotapes, written presentations on acquisitions, computer programs,drawings, maps, architectural renditions, models, manuals, brochures, or thelike), trademark, and/or patent relating to the Executive’s business, products,or services, whether such work is created solely by the Executive or jointlywith others (whether during business hours or otherwise and whether on theEmployer’s premises or otherwise), the Executive shall disclose such work tothe Company.  The Company shall be deemedthe author of such work if the work is prepared by the Executive in the scopeof the Executive’s employment; or, if the work is not prepared by the Executivewithin the scope of the Executive’s employment but is specially ordered by theCompany as a contribution to a collective work, as a part of an audio-visualwork, as a translation, as a supplementary work, as a compilation, or as aninstructional text, then the work shall be considered to be work made for hireand the Company shall be the author of the work.  If such work relating to the Company’sbusiness is neither prepared by the Executive within the scope of the Executive’semployment nor a work specially ordered and is deemed to be a work made forhire, then the Executive hereby agrees to assign, and by these presents doesassign, to the Company all of the Executive’s worldwide right, title, andinterest in and to such work and all rights of copyright, trademark, and patenttherein.  If such work has no relation tothe Company’s business, then any such title and rights related thereto willbelong to the Executive.

 

**8.4.****                            Non-disclosure.**  The Executive acknowledges that the businessof the Company and its Affiliates is highly competitive and that theirstrategies, methods, books, records, and documents, their technical informationconcerning their products, equipment, services, and processes, procurementprocedures and pricing techniques, the names of and other information (such ascredit and financial data) concerning their customers and business Affiliates,all comprise confidential business information and trade secrets which arevaluable, special, and unique assets that the Company or its Affiliates use intheir business to obtain a competitive advantage over their competitors.  The Executive further acknowledges thatprotection of such confidential business information

 

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and trade secrets against unauthorized disclosure and use is ofcritical importance to the Company and its Affiliates in maintaining theircompetitive position. The Executive hereby agrees that the Executive will not,at any time during or after his or her employment by the Company, make any unauthorizeddisclosure of any confidential business information or trade secrets of theCompany or its Affiliates, or make any use thereof, except in the carrying outof the Executive’s employment responsibilities under this Agreement; provided,however, that these restrictions shall not apply to (i) such portions of anyinformation treated as confidential information or trade secrets by the Companyor its Affiliates that in fact become publicly available other than through theaction of the Executive, or (ii) such portions of information which, althoughit was treated as confidential or a trade secret at the time of its creation,is no longer confidential or a trade secret at the time of termination of theExecutive’s employment by the Company as long as a reason why such informationis no longer confidential or a trade secret is not due to any acts or omissionsof the Executive, and provided further that such restrictions shall not applyto the portions of such information that is part of the Executive’s generalbusiness knowledge or experience.  TheCompany’s Affiliates shall be third party beneficiaries of the Executive’sobligations under this Section 8. As a result of the Executive’s employment by the Company, the Executivemay also from time to time have access to, or knowledge of, confidentialbusiness information or trade secrets of third parties, such as customers,suppliers, partners, joint venturers, and the like, of the Company and itsAffiliates.  The Executive also agrees topreserve and protect the confidentiality of such third party confidentialinformation and trade secrets to the same extent, and on the same basis, as theCompany has agreed to protect and preserve such third party confidentialinformation and trade secrets.  Theseobligations of confidence apply irrespective of whether the information hasbeen reduced to a tangible medium of expression (e.g., is only maintained inthe minds of Company’s employees) and, if it has been reduced to a tangiblemedium, irrespective of the form or medium in which the information is embodied(e.g., documents, drawings, memoranda, notes, records, files, correspondence,manuals, models, specifications, computer programs, e-mail, voice mail,electronic databases, maps and all other writings or materials of any type).

 

**8.5.****                            Informationand Property Re-delivery Upon Termination.** Upon termination of the Executive’s employment with the Company, for anyreason, the Executive promptly shall deliver to the Company all of the Company’sproperty issued to the Executive and written materials, records, videotape,computer programs, drawings, maps, architectural renditions, models, manuals,brochures, and other documents made by, or coming into the possession of, theExecutive during the period of the Executive’s employment by the Company thatare owned by the Company or its Affiliates or which contain or discloseconfidential business information or trade secrets of the Company or itsAffiliates, and all copies thereof.

 

**8.6.****                            Assistancein Protection.**  Both during the periodof the Executive’s employment by the Company and thereafter, the Executiveshall assist the Company and its nominee, at any time, at the Company’s cost,in the protection of the Company’s worldwide right, title, and interest in andto information, ideas, concepts, improvements, discoveries, and inventions, andits copyrighted, trademarked, and patented works, including without limitation,the execution of all formal assignment documents requested by the Company orits nominee and the execution of all lawful oaths and applications forapplications for patents and registration of copyright in the United States andforeign countries.

 

The Executive agrees that if requested by theCompany, the Executive will Cooperate with, assist and support the Company inconnection with any investigation, settlement, defense or prosecution of anycontemplated or actual litigation or other proceedings relating to or in anyway connected to the Executive’s activities as an employee of the Company orany information or business records gained or seen in connection with theExecutive’s employment or at the time of employment of which the Executive haspersonal or corporate knowledge.  “Cooperation”shall include, but shall not be limited to, assisting with responding to questionsand discovery, signing affidavits, executing documents, meeting with theCompany’s counsel, and appearing at depositions, administrative hearings, courthearings or trials.

 

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The Executive agrees to communicate with anyparty adverse to the Company, or with a representative, agent, or legal counselfor such party, concerning any such pending or future claims or litigation oradministrative hearing solely through legal counsel for the Company.

 

**8.7.****                            Remedies.**  The Executive acknowledges that money damageswould not be sufficient remedy for any breach of this Section 8 by theExecutive.  After provision of 15 Daysadvance written notice, and if the Executive fails to remedy such allegedbreach within such period of time, the Company shall be entitled to enforce theprovisions of this Section 8 by terminating any payments then owing to theExecutive under this Agreement and/or to specific performance and injunctiverelief as remedies for such alleged breach or any threatened breach.  Such remedies shall not be deemed theexclusive remedies for a breach of this Section 8, but shall be inaddition to all remedies available at law or in equity to the Company,including the recovery of damages from the Executive and the Executive’s agentsinvolved in such breach and remedies available to the Company pursuant to otheragreements with the Executive.

 

**9.****                                      Non-competitionObligations.**

 

**9.1.****                            Accessto Proprietary Information.**  TheCompany shall disclose to the Executive, or place the Executive in a positionto have access to, develop, or acquire knowledge of, trade secrets and/orproprietary or confidential information of the Company or its Affiliates;and/or shall entrust the Executive with business opportunities of the Companyor its Affiliates; and/or shall place the Executive in a position to developbusiness good will on behalf of the Company or its Affiliates.

 

**9.2.****                            Non-Competition.**  As an additional incentive for the Executiveto enter into this non-competition agreement of this Section 9, and aspart of the consideration for this Executive’s non-competition agreementhereunder; the Executive agrees that trade secrets and confidential informationof the Company or its Affiliates will be disclosed or entrusted to theExecutive, the business goodwill of the Company or its Affiliates will bedeveloped by the Executive, or business opportunities will be disclosed orentrusted to the Executive by the Company or its Affiliates.  The Executive agrees that during the periodof the Executive’s non-competition obligations hereunder, the Executive willnot, directly or indirectly for the Executive or for others, in any geographicarea or market where the Company or any of its Affiliated companies areconducting any business as of the date of termination of the employment relationshipor have during the previous 12 months conducted any business: (i) engage in anybusiness competitive with the business conducted by the Company; (ii) renderadvice or services to, or otherwise assist, any other person, association, orentity who is engaged, directly or indirectly, in any business competitive withthe business conducted by the Company; (iii) induce any employee of the Companyor any of its Affiliates to terminate his or her employment with the Company orits Affiliates, or hire or assist in the hiring of any such employee  by any person, association, or entity notAffiliated with the Company.  A businesscompetitive with the business of the Company is defined as any business thatsells or produces a healthcare membership savings card business or distributesits product and/or services through a network marketing strategy.  These non-competition obligations shallextend for so long as the Executive is employed by the Company or, if theemployment relationship terminates prior to the expiration of the Term, for aperiod of three years following termination of the Executive’s employmentrelationship.

 

**9.3.****                            Remedies.**  The Executive understands that the foregoingrestrictions may limit the Executive’s ability to engage in certain businessesanywhere in the world during the period provided for above, but acknowledgesthat the Executive will receive sufficiently high remuneration and access toand knowledge of confidential and proprietary information and trade secrets andother benefits (e.g., the right to receive compensation under this Agreementfor the remainder of the Term upon Termination except for termination for Causeor voluntary termination) under this Agreement to justify suchrestriction.  The Executive acknowledgesthat money damages would not be a sufficient remedy for any breach of this Section 9by the Executive, and the Company shall be entitled to enforce the provisionsof this Section 9 by terminating any payments then owing to the Executiveunder this Agreement and/or to specific performance and injunctive relief asremedies for such

 

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breach or any threatened breach. Such remedies shall not be deemed theexclusive remedies for a breach of this Section 9, but shall be inaddition to all remedies available at law or in equity to the Company,including, without limitation, the recovery of damages from the Executiveinvolved in such breach and remedies available to the Company pursuant to otheragreements with the Executive.

 

**9.4.****                            JudicialModification.**  It is expresslyunderstood and agreed that the Company and the Executive consider therestrictions contained in this Section 9 to be reasonable and necessary toprotect the proprietary and/or confidential information and trade secrets ofthe Company. Nevertheless, if any of the aforesaid restrictions are found by acourt having jurisdiction to be unreasonable, or overly broad as to geographicarea or time, or otherwise unenforceable, the parties intend for therestrictions therein set forth to be modified by such courts so as to bereasonable and enforceable and, as so modified by the court, to be fullyenforced.

 

10.                                 **Dispute Resolution**

 

**10.1**                        **Dialogue.**  In the eventof a “Dispute,” the parties shall through confidential dialogue andcommunication, including, as appropriate, fact to face personal discussions,attempt to achieve an amicable and mutually satisfactory resolution of suchclaim, dispute or controversy.  In thisregard an officer, as may be designated in writing by the Company, willrepresent the Company.

 

**10.2**                        **Submission to Mediation.** Any “Dispute” that cannot be resolved by the parties shall be submittedto mediation before a mediator selected by the parties.  The parties shall bear their own costs formediation and the costs of the mediator shall be borne equally.

 

**10.3.****                     Submission toArbitration.**  If the parties areunable to agree to a mediator within 15 Days or if the Dispute is not resolvedas a result of the mediation within 60 Days (or such other period as may beagreed by the parties), either party may submit the matter to arbitration forfinal, binding and exclusive settlement by three arbitrators in accordance withthe Commercial Arbitration Rules of the American Arbitration Association ineffect on the date of such controversy or claim.  Any such arbitration shall take place inDallas, Texas and shall be conducted before three arbitrators.  The parties hereby submit to the jurisdictionof the courts (federal and state) in Dallas, Texas for the entering andenforcement of such order confirming the arbitrators’ award. The arbitratorsshall have all the powers of a Texas court of law and equity, including thepower to order specific performance of this agreement and the production ofrelevant and unprivileged documents by one party for any inspection andduplication by the other party prior to any hearing.  Any arbitration decision pursuant to this Section 10shall be final and binding upon the parties and judgment thereon may be enteredin any court of competent jurisdiction. An award of costs and fees (including reasonable attorneys’ fees andarbitration fees) incurred by the parties in carrying on any arbitrationproceeding hereunder shall be determined by the arbitrators by reference tofault.  Nothing in this Agreement shalllimit the right of the parties, before and during such arbitration, to haverecourse to such judicial remedies, including preliminary injunction andattachment, as would be available in the absence of this Section 10.  For purposes of this Agreement, the term “**Dispute**” means any dispute, disagreement,breach, or difference which arises between or among the parties in connectionwith or arising out of this Agreement (including, without limitation, anydispute as to the termination or invalidity of this Agreement or any provisionof it).

 

**11.****                               Miscellaneous.**

 

**11.1****                        Maintenanceof Privacy Rights.**  The Executiveshall refrain, both during the employment relationship and after the employmentrelationship terminates, from publishing any oral or written statements aboutthe Company, any of its subsidiaries or Affiliates, or any of such entities’officers, employees, agents or representatives that are slanderous, libelous,or defamatory; or that disclose trade secrets of or private or confidentialinformation about the Company, any of its subsidiaries or Affiliates, or any ofsuch entities’ business affairs, officers, employees, agents, orrepresentatives; or that constitute an intrusion into the seclusion or private

 

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lives of the Company, any of its subsidiaries or Affiliates, or any ofsuch entities’ officers, employees, agents, or representatives; or that giverise to unreasonable publicity about the private lives of the Company, any ofits subsidiaries or Affiliates, or any of such entities’ officers, employees,agents, or representatives; or that place the Company, any of its subsidiariesor Affiliates, or any of such entities’ officers, employees, agents, orrepresentatives in a false light before the public; or that constitute amisappropriation of the name or likeness of the Company, any of its subsidiariesor Affiliates, or any of such entities’ officers, employees, agents, orrepresentatives.  A violation orthreatened violation of this prohibition may be enjoined by court of competentjurisdiction or by an arbitration panel pursuant to Section 10.  The rights afforded the Company and itsAffiliates under this Section 11.1 are in addition to any and all rightsand remedies otherwise afforded by law.

 

**11.2****                        Notices.**  For purposes of this Agreement, notices andall other communications provided for herein shall be in writing and shall bedeemed to have been duly given when personally delivered or when mailed byUnited States registered or certified mail, return receipt requested, postageprepaid, addressed as follows:

 
| If the Company, to:   |   | Precis, Inc.                                         |
|-----------------------|--------|------------------------------------------------------|
|                  |   | 2040 North Highway 360                               |
|                  |   | Grand Prairie, Texas 75050                           |
|                  |   | Attention: Judith Henkels, Chief Executive  Officer, |
|                  |   | President and Chairman of the Board                  |
|                  |   |                                                 |
| With a copy to        |   | Precis, Inc.                                         |
|                  |   | 2040 North Highway 360                               |
|                  |   | Grand Prairie, Texas 75050                           |
|                  |   | Attention: General Counsel                           |
|                  |   |                                                 |
| If the Executive, to: |   | Robert L. Bintliff                                   |
|                  |   | 3612 Autumn Drive                                    |
|                  |   | Fort Worth, Texas 76109                              |

 

Each party must furnish a change of address to the other in writing inaccordance herewith.  Notices of changesof address shall be effective only upon receipt.

 

**11.3****                        ApplicableLaw.**  This Agreement shall begoverned in all respects by the laws of the State of Texas, notwithstanding anyconflict-of- law rule or principle that might refer the construction of theAgreement to the laws of another State or country.  In the event that any law or laws of theState of Texas shall require or otherwise dictate that the law of another stateor jurisdiction be applied in any proceeding involving this Agreement, such Texaslaw or laws shall be superseded by this provision and the remaining laws of theState of Texas shall nonetheless be applied in such proceeding.

 

**11.4****                        Waiver.**  No failure by either party hereto at any timeto give notice of any breach by the other party of, or to require compliancewith, any condition or provision of this Agreement shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. Any term or provision of this Agreement may be waived inwriting at any time by a party, if the party is entitled to the benefitsthereof.  No such waiver shall, unlessexplicitly stated, be a continuing waiver. No failure to exercise or delay in exercising any right hereunder shallconstitute a waiver thereof.  The failureor delay of any party at any time to require performance by another party ofany provision of this Agreement, even if known, shall not affect the right ofsuch party to require performance of that provision or to exercise any right,power or remedy under this Agreement. Any waiver by any party of any breach of any provision of this Agreementshall not be construed as a waiver of any continuing or succeeding breach ofsuch provision, a waiver of any continuing or succeeding breach of such right,power or remedy under this Agreement.  Nonotice to or demand on any party in

 

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any case shall, of itself, entitle such party to any other or furthernotice or demand in similar or other circumstances.

 

**11.5****                        Effect ofInvalid Provisions.**  It is the desireand intent of the parties that the terms, provisions, covenants, and remediescontained in this Agreement shall be enforceable to the fullest extentpermitted by law.  If any such term,provision, covenant, or remedy of this Agreement or the application thereof toany person, association, or entity or circumstances shall, to any extent, beconstrued to be invalid or unenforceable in whole or in part, then such term,provision, covenant, or remedy shall be construed in a manner so as to permitits enforceability under the applicable law to the fullest extent permitted bylaw.  In any case, the remainingprovisions of this Agreement or the application thereof to any person,association, or entity or circumstances other than those to which they have beenheld invalid or unenforceable, shall remain in full force and effect. In theevent any provision of this Agreement may be construed in two or more ways, oneof which would render the provision invalid or otherwise voidable orunenforceable and another of which would render the provision valid andenforceable, such provision shall have the meaning which renders it valid andenforceable.

 

**11.6.****                     Assignment.**  This Agreement shall be binding upon andinure to the benefit of the Company and any other person, association, orentity which may hereafter acquire or succeed to all or substantially all ofthe business or assets of the Company by any means whether direct or indirect,by purchase, merger, consolidation, or otherwise. The Executive’s rights andobligations under this Agreement are personal and such rights, benefits, andobligations of the Executive shall not be voluntarily or involuntarilyassigned, alienated, or transferred, whether by operation of law or otherwise,without the prior written consent of an authorized officer of the Company.

 

**11.7.****                     EntireAgreement.**  Except as provided in (1)written company policies promulgated by the Company dealing with issues such assecurities trading, business ethics, governmental affairs and politicalcontributions, consulting fees, commissions or other payments, compliance withlaw, investments and outside business interests as officers and employees,reporting responsibilities, administrative compliance, and the like, or (2) anysigned written agreements contemporaneously or hereafter executed by the Companyand the Executive, this Agreement constitutes the entire agreement of theparties and contains all of the covenants, promises, representations,warranties, and agreements between the parties with respect to the Executive’semployment relationship with the Company and the term and termination of suchrelationship, and replaces and merges previous agreements and discussionspertaining to the employment relationship between the Company and theExecutive. Specifically, but not by way of limitation, the Employment Agreementdated June 8, 2001 between the Company, The Capella  Group, Inc. and the Executive is herebycanceled and the Executive hereby irrevocably waives and renounces all of theExecutive’s rights and claims under such June 8, 2001 Employment Agreement.  Any modification of this Agreement will beeffective only if it is in writing and signed by each party whose rightshereunder are affected thereby.

 

**11.8****                        Counterparts.**  This Agreement may be executed in any numberof counterparts, each of which shall be deemed to be an original and all ofwhich together shall be deemed to be a single agreement.

 

**11.9****                        Headingsand Captions; Interpretation.**  Inthis Agreement, unless the context otherwise requires, (i) references toSections are to Sections of this Agreement; (ii) use of any gender includes theother genders; (iii) any reference to a “**Day**”(including the phrase “**Business Day**)shall mean a period of 24 hours running from midnight to midnight; (iv) areference to any other document referred to in this Agreement is a reference tothat other document as amended, varied, modified or supplemented at any time;(v) where a word or phrase is given a particular meaning, other parts of speechand grammatical forms of that word or phrase shall have corresponding meanings;(vi) a reference to this “**Agreement**”or any other agreement or document shall be construed as a reference to it asamended, or modified from time to time; and a reference to “**Affiliate**” or “**Affiliated**”  means anentity that directly or indirectly through one or more intermediaries,controls, is controlled by, or is under common control with the Company.  The headings in this Agreement are insertedfor

 

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convenience only and shall not be taken into consideration in theinterpretation or construction of this Agreement.

 

11.10 **Confidentiality**.  The Executive understands and hereby agreesthat the contents, details, terms, and/or negotiation of this Agreement arestrictly CONFIDENTIAL. The Executive further agrees that he or she will NOTDISCLOSE any of the contents, details, terms, and/or negotiation of thisAgreement to any person or organization except under process of law.

 

[Intentionally Left Blank]

 

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11.11 **Consultationwith Independent Counsel.**                                           THEEXECUTIVE HAS BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF HIS OR HER CHOICEPRIOR TO EXECUTING THIS AGREEMENT.  TheExecutive acknowledges that he or she is fully advised as to the meaning andfinality of this Agreement and intends to be bound by it.

 

**IN WITNESS WHEREOF**,parties have duly executed this Agreement in multiple originals to be effectiveon the date first stated above.

 
| “Company”   |   | PRECIS, INC. |
|-----------------------|--------|--------------|
|                  |   |         |
|                  |   |         |
|                  |   | By:          | /s/ Judith  H. Henkels |   |
|                  |   |         | Judith H. Henkels |
|                  |   |         | Chief Executive Officer |
|                  |   |         |   |
|                  |   |         |   |
| “Executive” |   | By:          | /s/ Robert  L. Bintliff |   |
|                  |   |         | Robert L. Bintliff |
|                  |   |         | Chief Financial Officer |

 

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