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devote his best efforts and full attention and skill to the business and affairs of the Company andDRI and its affiliated companies as such business and affairs now exist and as they may behereinafter be defined. Executive may not, without written permission from the Chief ExecutiveOfficer of DRI undertake any other board appointments or assignments, or in any way perform workfor third parties or himself, direct or indirect.     5. Compensation. The Company shall pay to the Executive as compensation for hisservices the sum of €140.000 per year, payable pursuant to established Company pay policy. Inaddition, the Executive shall receive such additional compensation, bonuses, stock option grants,as may be awarded to him in the discretion of the CEO of DRI consistent with the Policy set by theHuman Resources and Compensation Committee of the DRI Board of Directors, for approval by theBoard of Directors of DRI, on the basis of the value of such Executive’s services to the Company,which may also be embodied in a separate written Incentive Compensation Plans or Stock Option Plansfrom time to time.In the event of occurrence of a “triggering event”, which shall be defined to include:     (i) a change in ownership in one or a series of transactions of 30% or more ofthe outstanding shares of the Company; or,     (ii) merger, consolidation, reorganization or liquidation of the Company;and, following such triggering event, Executive’s services are terminated by the Company orthe Executive’s duties, authority, or Executive’s responsibilities are substantiallydiminished, Executive shall receive lump sum compensation equal to two (2) times Executive’s annualbase compensation and incentive or bonus payments, if any, as shall have been paid to Executiveduring Company’s most recent 12-month period within 30 days of the triggering event. If the totalamount of such lump sum compensation were to exceed three (3) times Executive’s base compensationamount (defined as being the average annualized taxable compensation of Executive for the five (5)years, or fraction thereof, preceding the year in which the triggering event occurs), Company andExecutive agree to reduce such lump sum compensation to be received by Executive in order to avoidimposition of the golden parachute tax, as provided in the Tax Reform Act of 1984, as amended bythe Tax Return Act of 1986, if it would be applicable in this situation.In the event Executive is required to hire counsel to negotiate on Executive’s behalf in connectionwith termination or resignation from the Company upon the occurrence of a triggering event,specifically in order to enforce the rights and obligations of the Company as provided in thissection, the Company shall reimburse to Executive all reasonable attorneys’ fees which may beexpended by Executive in seeking to enforce the terms of Agreement. Such reimbursement shall bepaid every 30 days after Executive provides copies of invoices from Executive’s counsel to Company.Such invoices may be redacted to preserve attorney-client privilege, client confidentiality, orwork product.
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     6. Office and Expense Reimbursement. Executive shall be based and have primary officein Ettlingen (at Mobitec Gmbh facilities) with additional office in Herrljunga, Sweden (at MobitecAB facilities). Additionally, substantial travel will be incurred by Executive. The Company willreimburse the Executive, at least monthly, for all reasonable and necessary expenses, includingwithout limitation, travel expenses, and reasonable entertainment expenses, incurred by him incarrying out his duties under this Agreement. The Executive shall present to the Company eachmonth an account of such expenses in such form as is reasonably required by the Company.Additionally, Executive shall be furnished a Mercedes Benz, C270 CDI or something comparable, withall costs to be paid by Company such vehicle for personal as well as business use.     7. Retirement and Sickness Benefits. Executive shall be furnished retirement andsickness benefits similar to other executives in DRI with such also being consistent with thecustomary practices of Germany for executives similarly situated and further as agreed from time totime with the CEO of DRI.     8. Vacation (“Holiday”) Time. The Executive shall be entitled each year to areasonable vacation in accordance with the established practices of the Company (currently thirty(30) days paid holiday per year), now or hereafter in effect for executive personnel similarlysituated, during which time the Executive’s compensation shall be paid in full.     9. Obligations of Executive During and After Employment.     (a) The Executive agrees that during the terms of his employment under this Agreement,he will engage in no other business activities directly or indirectly, which are competitivewith or which might place him in a competing position to that of the Company, Mobitec Groupor DRI, or any affiliated company.     (b) The Executive realizes that during the course of his employment, Executive willhave produced and/or have access to confidential business plans, information, businessopportunity records, notebooks, data, formula, specifications, trade secrets, customerlists, account lists and secret inventions and processes of the Company and its affiliatedcompanies including any parent (hereinafter sometimes referred to as “ConfidentialInformation”). Therefore, during or subsequent to his employment by the Company, or by anaffiliated company, the Executive agrees to hold in confidence and not to directly orindirectly disclose or use or copy or make lists of any such information, except to theextent authorized by the Company in writing. All records, files, business plans, documents,equipment and the like, or copies thereof, relating to Company’s business, or the businessof an affiliated company, which Executive shall prepare, or use, or come into contact with,shall remain the sole property of the Company, or of an affiliated company, and shall not beremoved from the Company’s or the affiliated company’s premises without its written consent,and shall be promptly returned to the Company upon termination of employment with theCompany and its affiliated companies. Company maintains a right at all
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times to examine all of Executive’s computer files, e-mail messages, telephone records, andother business-related documentation. Any discovery and review of personal e-mails andfiles of Executive, while unintentional, will be deleted unless pertinent to any violationby Executive of any duties and obligations hereunder. Executive accepts the risks ofinadvertent discovery of personal items as set forth above. The restrictions and obligationsof Executive set forth in this Section 9(b) shall not apply to (i) information that is orbecomes generally available and known to the industry (other than as a result of adisclosure directly or indirectly by Executive); or (ii) information that was known toExecutive prior to Executive’s employment by the Company or its predecessor.     (c) Because of his employment by the Company, Executive shall have access to tradesecrets and confidential information about the Company and/or the Mobitec Group and DRI,their business plans, their business accounts, their business opportunities, their expansionplans into other geographical areas and lines of business and its methods of doing business.Therefore,     (i) If Termination is by Company and without cause: Executive agrees that fora period of nine (9) months after the 90-day notice period for termination withoutcause by the Company or expiration of his employment, he will not, directly orindirectly, compete in the same or similar scope of employment with the Company inits then present business or anticipated lines of business in any geographic area inwhich the Company competes or has planned to do business on the effective date oftermination as set forth in its most recent Strategic Business Plan providedExecutive is paid a severance under the provisions of Section 12(b).     (ii) If Termination is by Company and for cause: In the case of terminationfor cause, Executive agrees that the non-competion period shall be twelve (12)months following termination; however, the severance compensation shall be asallowed under Section 74 of the German Commercial Code equal to fifty percent (50%)of the last year’s salary (subject to mitigation) paid monthly pursuant to theregular Company payroll; subject, however, to mitigation should Executive obtainother permissible (noncompetitive) employment during said period by the amountearned by the Executive during said period regardless of when paid or to be paid.     (iii) If Termination is by Executive: In the case of Executive terminatingwithout cause, the non-competition period shall be for a period of nine (9) monthsafter the three (3) month notice/compensation period of Section 12(a), during whichperiod severance compensation shall be as allowed under Section 74 of the GermanCommercial Code equal to fifty percent (50%) of the last year’s salary (subject tomitigation) paid monthly pursuant to the regular Company payroll; subject, however,to mitigation should Executive obtain other permissible (noncompetitive) employment
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during said period by the amount earned by the Executive during said periodregardless of when paid or to be paid.     (iv) Further, Executive agrees that in addition to other remediesprovided herein for violation of the non-competion provisions, Company shall bereleased from its obligation to pay any severance and to receive a contractualpenalty of €50,000 for each violation.     (v) Under all cases and forms of termination: Executive agrees for the sameperiod that he shall in no manner solicit or contact any customer, supplier, ororganization with which the Company does business for the purpose of any act whichmight be considered competition or which may be construed to be detrimental to thebusiness or goodwill of the Company.     (d) With respect to Inventions made or conceived by the Executive since the time hebegan work with the Company, whether or not during the hours of his employment or with theuse of the Company facilities, materials, or personnel, either solely or jointly with othersduring his employment by the Company or within one year after termination of such employmentif based on or related to Confidential Information, and without royalty or any otherconsideration, the following shall apply:     (i) Inventions. “Inventions” means discoveries, concepts, and ideas,whether patentable or not, including, but not limited to, processes, methods,formulas, programs, and techniques, as well as improvements or know-how, concerningany present or prospective activities of the Company with which the Executivebecomes acquainted as a result of his employment by the Company.     (ii) Reports. The Executive shall inform the Company promptly andfully of such Inventions by a written report, setting forth in detail the proceduresemployed and the results achieved. A report will be submitted by the Executive uponcompletion of any studies or research projects undertaken on the Company’s behalf,whether or not in the Executive’s opinion a given project has resulted in anInvention.     (iii) Patents. The Executive shall apply, at the Company’s requestand expense, for United States and selected (as designated by the Company) foreignletter patent either in the Executive’s name or otherwise as the Company shalldesire.     (iv) Assignment. The Executive hereby assigns and agrees to assign tothe Company all of this rights to such Inventions, and to applications for UnitedStates and/or foreign letters patent and to United States and/or foreign letterspatent granted upon such Inventions.
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     (v) Cooperation. The Executive shall acknowledge and deliver promptlyto the Company, without charge to the Company but at its expense, such writteninstruments and do such other acts, such as giving testimony in support of theExecutive’s inventorship, as may be necessary in the opinion of the Company toobtain and maintain United States and/or foreign letters patent and to vest theentire right and title thereto in the Company.     (vi) Use. The Company shall also have the royalty-free right to dobusiness, and to make, use, and sell products, processes, and/or services derivedfrom any inventions, discoveries, concepts, and ideas, whether or not patentable,including, but not limited to, processes, methods, formulas, and techniques, as wellas improvements or know-how, whether or not within the scope of inventions, butwhich are conceived or made by the Executive during the hours which he is employedby the Company or with the use or assistance of the Company’s facilities, materials,or personnel, or within the period set forth herein.     (e) In the event an arbiter or court of competent jurisdiction finds any provision ofthis Section 9 to be so exceedingly broad as to be unenforceable, then such provision shallbe reduced in scope by the court, but only to the extent deemed necessary by the court torender the provision reasonable and enforceable, it being the Executive’s intention toprovide the Company with the broadest protection possible against harmful competition.     10. Nonsolicitation of Employees. Executive undertakes and agrees that during theterm of this Agreement and for a period of one (1) year after this Agreement shall be terminated,whether voluntarily or involuntarily, he will not, without the prior written approval of theCompany solicit any employees of the Company with regard to working for a competitor.     In the event Company shall establish to the satisfaction of an arbiter or court of competentjurisdiction the existence of a breach or threatened breach by Executive of sections 9 or 10, theCompany, in addition to any other rights and remedies it may have, shall be entitled to aninjunction restraining the Executive from doing or continuing to do any such act in violation ofthis section, as well as attorney’s fees and costs of prosecution to enforce this Agreement, if theCompany ultimately prevails on the merits.     11. Termination for Cause by the Company. The Company may, without liability,terminate the Executive’s employment hereunder for cause at any time upon written notice specifyingsuch cause, and thereafter the Company’s obligations hereunder shall cease and terminate; provided,however, that such written notice shall not be delivered until after the Company shall have giventhe Executive written notice specifying the conduct alleged to have constituted such cause and theExecutive has failed to cure such conduct, if curable, within fifteen (15) days following receiptof such notice.     Grounds for termination “for cause” are one or more of the following:
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(a) A willful breach of a material duty by the Executive during the course of hisemployment; or(b) Habitual neglect of a material duty by the Executive; or(c) Actions which place Company in a materially unfavorable public relationsposition; or(d) Action or inaction by Executive which places the Company in circumstances offinancial peril; or(e) Fraud on the Company, conviction of a felony involving or against the Company,or conviction of a crime of moral turpitude that affects the integrity and name ofthe Company.Executive shall resign from all positions, offices and service positions held with the Company ifterminated under this clause. Severance compensation as set forth in Section 9(c)(ii) as well asearned but unused vacation time shall be paid.     12. Termination by the Executive or the Company Without Cause.     (a) The Executive, without cause, may terminate this Agreement upon 90 days priorwritten notice to the Company. In such event, the Executive shall be required to render theservices required under this Agreement during such 90-day period unless otherwise directedby the Company. Compensation for vacation time not taken by Executive shall be paid to theExecutive at the date of termination. In the event of termination under this clause, otherthan vacation time payment as noted, Executive shall be paid as set forth in section9(c)(iii); subject, however, to mitigation should Executive obtain other permissible(noncompetitive) employment during said period by the amount earned by the Executive duringsaid period regardless of when paid or to be paid. Executive shall resign from allpositions, offices and service positions held with the Company if he so terminates thisAgreement.     (b) The Company, without cause, may terminate this Agreement upon 90 days priorwritten notice to the Executive. In such event, the Executive shall be required to renderthe services required under this Agreement during such 90-day period unless otherwisedirected by the Company. Compensation for vacation time not taken by Executive shall be paidto the Executive at the date of termination. Upon termination, the Company shall pay aseverance allowance after the three (3) month notice period equal to the applicable nine (9)month non-competition period of the base salary payable at regular scheduled pay periodsover the period and all provisions of section 9(c)(i) shall apply. Salary during noticeperiod and severance period shall be subject to mitigation should Executive obtain otherpermissible (noncompetitive) employment during the said period by the amount earned by theExecutive during the said period regardless of when paid or to be paid. Executive shallresign from all positions, offices andservice positions held with the Company if the Company terminates this Agreement.
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     13. Termination upon Death of Executive. In addition to any other provision relatingto the termination, this Agreement shall terminate upon the Executive’s death. In such event, theCompany shall pay a severance allowance equal to three (3) months of the base salary withoutbonuses to the Executive’s estate.     14. Arbitration. All disputes arising in connection with this service agreementor its validity shall be finally settled according to the arbitration rules of the GermanInstitution of Arbitration applying German law without recourse to the ordinary courts of law withthe following provisions applying: (a) Place of arbitration shall be Karlsruhe;  (b) Number of arbitrators shall be one; and  (c) Language of proceeding shall be German.     15. General Provisions.     (a) The Executive’s rights and obligations under this Agreement shall not betransferable by assignment or otherwise, nor shall Executive’s rights be subject toencumbrance or to the claims of the Company’s creditors. Nothing in this Agreement shallprevent the consolidation of the Company with, or its merger into, any other corporation, orthe sale by the Company of all or substantially all of its property or assets or assignmentvia reincorporation.     (b) This Agreement and the rights of Executive with respect to the benefits ofemployment referred to herein constitute the entire Agreement between the parties hereto inrespect of the employment of the Executive by the Company and supersede any and all otheragreements either oral or in writing between the parties hereto with respect to theemployment of the Executive.     (c) The provisions of this Agreement shall be regarded as divisible, and if any ofsaid provisions or any part thereof are declared invalid or unenforceable by a court ofcompetent jurisdiction or in an arbitration proceeding, the validity and enforceability ofthe remainder of such provisions or parts thereof and the applicability thereof shall not beaffected thereby.     (d) This Agreement may not be amended or modified except by a written instrumentexecuted by Company and Executive.     (e) This Agreement and the rights and obligations hereunder shall be governed by andconstrued in accordance with the laws of Germany.
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     16. Construction. Throughout this Agreement the singular shall include the plural,and the plural shall include the singular, and the masculine and neuter shall include the feminine,wherever the context so requires.     17. Text to Control. The headings of paragraphs and sections are included solely forconvenience of reference. If any conflict between any heading and the text of this Agreementexists, the text shall control.     18. Authority. The officer executing this agreement on behalf of the Company hasbeen empowered and directed to do so by the Board of Directors of the Company.**FOR THE COMPANY:**        Dated: January 2, 2008 By:  /s/ David L. Turney   Title: Chairman, CEO, and President       **FOR THE EXECUTIVE:**        Dated:  November 15, 2007 /s/ Oliver Wels     (SEAL)  Oliver Wels      
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